As filed with the Securities and Exchange Commission on January 13, 1995.
Registration No. 033-56875
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CFX CORPORATION
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE
(State or other jurisdiction of incorporation or organization)
6711
(Primary Standard Industrial Classification Code No.)
02-0402421
(I.R.S. Employer Identification No.)
102 Main Street
Keene, New Hampshire 03431
(603) 352-2502
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PETER J. BAXTER
President and Chief Executive Officer
CFX Corporation
102 Main Street, Keene, New Hampshire 03431
(603) 352-2502
(Name, address, including zip code, and telephone number, including area code,
of agent of service)
Copies to:
Paul C. Remus, Esq. Peter W. Coogan, Esq.
Devine, Millimet & Branch Foley, Hoag, & Eliot
Professional Association One Post Office Square
111 Amherst Street, P.O. Box 719 Boston, Massachusetts 02109
Manchester, New Hampshire 03101
Approximate date of commencement of proposed sale of securities to the public:
As soon as practicable after the Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class Maximum Aggregate
of Securities to Amount to be Offering Price Offering Amount of
be Registered Registered Per Share(1) Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 713,111(2) $13.3329 $9,507,907.50 $3,278.59(3)
<F1> Estimated solely for the purpose of computing the registration fee.
<F2> Represents the maximum number of shares of Common Stock to be issued by the
Registrant in the proposed acquisition of Orange Savings Bank. This
Registration Statement also covers such indeterminable number of shares of
Common Stock as may be issued upon the conversion of the shares of Common
Stock by reason of adjustments of the conversion ratio in certain
contingencies. Since such Common Stock, if issued, will be issued for no
additional consideration, no registration fee is required.
<F3> The registration fee is calculated pursuant to Rule 457(f)(1) under the
Securities Act of 1933 based on the aggregate market value of the common stock
of Orange Savings Bank based on the average bid and asked prices of such stock
on the Nasdaq Small-Cap Market on January 6, 1995. Since the proposed maximum
aggregate offering price has not changed, no additional registration fee is
payable.
</TABLE>
Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. List of Exhibits and Financial Statement Schedules
(a) Exhibits
2 Amended and Restated Agreement and Plan of Merger dated as of
July 26, 1994 (filed as Annex A to the Proxy Statement-
Prospectus which constitutes a part of this Registration
Statement).
*3 Articles of Incorporation and By-Laws of CFX Corporation,
as amended.
*5 Opinion of Devine, Millimet & Branch, Professional Association,
as to the legality of the Common Stock being registered.
*8.1 Form of opinion of Foley, Hoag & Eliot as to tax matters.
*8.2 Form of opinion of Devine, Millimet & Branch, Professional
Association, as to tax matters.
**10.1 Cheshire Financial Corporation Retirement Plan.
**10.2 1992 Cheshire Financial Corporation Profit Sharing/Bonus Plan.
**10.3 Cheshire Financial Corporation 401(k) Plan.
***10.4 Cheshire Financial Corporation 1986 Stock Option Plan.
***10.5 Cheshire Financial Corporation 1992 Employee Stock Purchase
Plan.
****10.6 Employment Agreement dated as of January 1, 1991 between
Cheshire Financial Corporation and Peter J. Baxter, as amended.
****10.7 Change of Control Agreement dated June 5, 1991 between Cheshire
Financial Corporation and Laurence E. Babcock.
**10.8 Change of Control Agreement dated December 31, 1992 between
Cheshire Financial Corporation and John F. Foley.
****10.9 Change of Control Agreement dated June 5, 1991 between Cheshire
Financial Corporation and David S. Foote.
**10.10 Change of Control Agreement dated December 31, 1992 between
Cheshire Financial Corporation and Mark A. Gavin.
*****10.11 Change of Control Agreement dated August 4, 1993 between
Cheshire Financial Corporation and Daniel J. LaPlante.
*****10.12 Employment Agreement dated September 1, 1993 between Cheshire
Financial Corporation and Paul D. Spiess.
*10.13 Change of Control Agreement dated March 28, 1994 between
Cheshire Financial Corporation and Irene L. Soucy.
****10.14 Change of Control Agreement dated June 5, 1991 between CFX
Bank and William H. Dennison.
****10.15 Change of Control Agreement dated June 5, 1991 between CFX Bank
and Peter T. Whittemore.
****10.16 Change of Control Agreement dated June 5, 1991 between CFX Bank
and Wayne R. Gordon.
*****10.17 Employment Agreement dated September 1, 1993 between CFX
Mortgage, Inc. and Paul T. Pouliot.
***10.18 Lease dated May 1, 1983 by and between Santifotto, Inc. and CFX
Bank.
**10.19 Lease dated October 16, 1991 by and between Market Basket, Inc.
and CFX Bank.
*****10.20 Lease dated May 11, 1993 by and between Cheshire Oil Company,
Inc. and CFX Bank.
*****10.21 Lease dated January 24, 1993 between Thomas F. Moran and
Ruth M. Moran, husband and wife, and CFX Mortgage, Inc.
*****10.22 Lease dated April 14, 1993 by and between Arnold S. Katz and
Blair J. Finnegan, Trustees of Commerce Center Trust, and CFX
Mortgage, Inc.
*****10.23 Lease dated September 15, 1993 by and between Bedford Farms
Limited Partnership and CFX Mortgage, Inc.
*21 Subsidiaries of CFX Corporation.
23.1 Consent of Wolf & Company, P.C.
*23.2 Consent of Ernst & Young LLP.
*23.3 Consent of KPMG Peat Marwick LLP.
*23.4 Consent of EDS Management Consulting Services, Banking Group.
*23.5 Consent of Foley, Hoag & Eliot.
23.6 Consent of Devine, Millimet & Branch, Professional Association
filed as Exhibit 8.2.
*24 Power of Attorney contained on Page II-6 of this Registration
Statement.
99.1 Form of Proxy for Special Meeting of Stockholders of Orange
Savings Bank.
*99.2 Filings of Orange Savings Bank with the Federal Deposit
Insurance Corporation under the Securities Exchange Act of
1934, as amended.
*99.21 Orange's Annual Report on Form F-2 for the year ended
December 31, 1993, including Orange's Proxy Statement
for its 1994 Annual Meeting and Orange's 1994 Annual
Report to Stockholders, which were incorporated by
reference into the Form F-2;
*99.22 Orange's Quarterly Reports on Form F-4 for the quarters
ended March 31, June 30 and September 30, 1994;
*99.23 Orange's Current Reports on Form F-3 for the months
ended December 31, 1993 and July 31, 1994.
99.3 Opinion of EDS Management Consulting Services, Banking Group
(filed as Annex B to the Proxy Statement-Prospectus which
constitutes a part of this Registration Statement).
<F1>
* Previously filed with the Registration Statement.
<F2>
** Incorporated herein by reference to the Exhibits to the Annual Report on
Form 10-K of Cheshire Financial Corporation for the year ended December
31, 1992.
<F3>
*** Incorporated herein by reference to the Exhibits to the Registration
Statement on Form S-8 of Cheshire Financial Corporation No. 33-52598
effective in 1992.
<F4>
**** Incorporated herein by reference to the Exhibits to the Annual Report on
Form 10-K of Cheshire Financial Corporation for the year ended December
31, 1991.
<F5>
***** Incorporated herein by reference to the Exhibits to the Annual Reports
Statement on Form S-8 of Cheshire Financial Corporation for the year
ended December 31, 1993.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Keene, State of New Hampshire on January 13, 1995.
CFX CORPORATION
By: /s/ PETER J. BAXTER
Peter J. Baxter, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Amendment No. 2 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Principal Executive Officer:
/s/ PETER J. BAXTER
Peter J. Baxter, President and Chief Executive Officer
MARK A. GAVIN
Mark A. Gavin, Chief Financial Officer
(Principal Financial Officer)
By: /s/ PETER J. BAXTER
(Peter J. Baxter, Attorney in Fact)
/s/ GREGG R. TEWKSBURY
Gregg R. Tewksbury, Corporate Controller
(Principal Accounting Officer)
Directors:
........................
Peter J. Baxter .
Richard B. Baybutt .
Calvin L. Frink . By: /s/ PETER J. BAXTER
Eugene E. Gaffey . (Peter J. Baxter, as Attorney-in-Fact
Emerson H. O'Brien . and as a Director)
L. William Slanetz .
........................
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(No. 33-56875) of CFX Corporation on Form S-4 pertaining to the Agreement and
Plan of Merger between CFX Corporation and Orange Savings Bank, of our report
dated January 20, 1994, included and incorporated by reference in the Annual
Report on Form 10-K of CFX Corporation for the year ended December 31, 1993,
and to the use of our report dated January 20, 1994, except for Note Y as to
which the date is December 12, 1994, appearing in the Prospectus, which is
part of this Registration Statement. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
WOLF & COMPANY, P.C.
Boston, Massachusetts
January 13, 1995
PROXY ORANGE SAVINGS BANK PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Orange Savings Bank (the "Bank") hereby
appoints Richard F. Astrella, Elwyn C. Hayden and Paul R. Robichaud, and each
or any of them, proxies (with power of substitution to each and to each
substitute appointed pursuant to such power) of the undersigned to vote all
shares of stock of the Bank which the undersigned may be entitled to vote at
the Special Meeting of Stockholders of the Bank to be held on Friday, February
24, 1995, and at any and all adjournments thereof, with all powers the
undersigned would possess if personally present. The proxies are authorized to
vote as indicated below and on the reverse upon the matters set forth herein
and in their discretion upon all other matters which may properly come before
said Meeting. The undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Special Meeting of Stockholders and Proxy Statement-
Prospectus for the Special Meeting of Stockholders and hereby revokes all
proxies, if any, hitherto given by him to others for said Meeting.
If this proxy is properly executed and returned, the shares represented
hereby will be voted. If a choice is specified below or on the reverse side by
the stockholder with respect to any matter to be acted upon, the shares will
be voted upon that matter in accordance with the specification so made. IN THE
ABSENCE OF ANY SPECIFICATION, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
1. Proposal to approve and adopt the Amended and Restated Agreement and
Plan of Merger dated as of July 26, 1994 (the "Merger Agreement") by
and between Orange Savings Bank and CFX Corporation, a copy of which
is attached as Annex A to the Proxy Statement-Prospectus, and each of
the transactions contemplated thereby.
/ / FOR / / AGAINST / / ABSTAIN
2. Proposal to approve an adjournment of the Special Meeting if
necessary to permit further solicitation of proxies in the event that
there are not sufficient votes at the time of the Special Meeting to
approve and adopt the Merger Agreement.
/ / FOR / / AGAINST / / ABSTAIN
Dated: ________________________ 1995
____________________________________
Signature
____________________________________
Signature
Please date, sign exactly as name
appears hereon and return promptly. If
the shares are registered in the names
of two or more persons, each should
sign. Executors, administrators,
trustees, guardians, custodians,
attorneys and corporate officers should
add their titles.
