As filed with the Securities and Exchange Commission on July 24, 1996
Registration No. 333-2911
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
UNDER THE SECURITIES ACT OF 1933
CFX CORPORATION
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 2-0402421
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) dentification No.)
102 MAIN STREET
KEENE, NEW HAMPSHIRE 03431
(Address of Principal Executive Offices)
THE SAFETY FUND CORPORATION 1984 INCENTIVE STOCK OPTION PLAN
THE SAFETY FUND CORPORATION 1994 INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN
(Full title of the plans)
MARK A. GAVIN
CHIEF FINANCIAL OFFICER
102 MAIN STREET
KEENE, NEW HAMPSHIRE 03431
(603) 352-2502
(Name, address and telephone number of agent for service)
Copy to:
Steven Kaplan
Arnold & Porter
555 Twelfth Street, N.W.
Washington, DC 20004
(202) 942-5998
This Post-Effective Amendment covers shares of Common Stock, par value $0.66 2/3
per share, of the Registrant originally registered on the Registration Statement
on Form S-4 (the "Registration Statement") to which this Post-Effective
Amendment is an amendment. The registration fees in respect of the securities
registered hereby were paid at the time of the original filing of the
Registration Statement.
Page 1 of 12 sequentially Exhibit Index at page 7 of
numbered pages the sequentially numbered pages
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CFX Corporation (the "Corporation" or
the "Registrant") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(a) the Corporation's Registration Statement on Form S-4 (File No. 333-
2911), excluding any documents incorporated by reference therein;
(b) the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(c) the Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;
(d) the Company's Current Reports on Form 8-K dated January 5, 1996,
February 9, 1996, April 12, 1996 and July 16, 1996;
(e) the description of the Corporation's Common Stock, par value $0.66
2/3 per share, contained in a registration statement filed by the
Corporation on Form 8-A dated November 13, 1990, and any amendment
or report filed for the purposes of updating such description.
All documents filed by the Corporation after the date of this
Registration Statement 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 of the Corporation's Common Stock offered hereby has been sold or which
withdraws from registration such Common Stock then remaining unsold, shall be
deemed to be incorporated in this Registration Statement by reference and be a
part hereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference in this
Registration Statement 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 or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or so superseded, to constitute a part of this
Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act
provide that a business corporation may indemnify directors and officers against
liabilities they may incur in such capacities provided certain standards are
met, including good faith and the belief that the particular action is in the
best interests of the corporation. In general, this power to indemnify does not
exist in the case of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall have been
adjudged to be liable to the corporation or in connection with a proceeding
charging improper personal benefit. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions.
<PAGE> II-1
The By-laws of the Corporation provide for the mandatory indemnification
of directors and officers in accordance with and to the full extent permitted by
the laws of New Hampshire as in effect at the time of such indemnification.
The Corporation has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and directors
of the Corporation in connection with the performance of their duties.
Item 8. EXHIBITS.
The exhibits listed on the Index of Exhibits on page II-6 of this
Registration Statement are filed herewith or are incorporated herein by
reference to other filings.
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 the Registration Statement:
a. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
b. 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. Notwithstanding the foregoing, any increase
or decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registrant Fee" table in the effective registration statement; and
c. 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(a) and 1(b) 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 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
informed that in the opinion of the 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 Act and will be governed by the final adjudication of
such issue.
<PAGE> II-3
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 Keene, State of New Hampshire on the 22nd day of
July, 1996.
CFX CORPORATION
By: /s/ Mark A. Gavin
Mark A. Gavin
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Director July 22, 1996
-----------------------------
Richard F. Astrella
/s/ William E. Aubuchon III Director July 22, 1996
-----------------------------
William E. Aubuchon III
* President and Director July 22, 1996
------------------------------
Peter J. Baxter (Principal Executive
Officer)
* Director July 22, 1996
-----------------------------
Richard B. Baybutt
* Director July 22, 1996
-----------------------------
Christopher V. Bean
/s/ P. Kevin Condron Director July 22, 1996
-----------------------------
P. Kevin Condron
* Director July 22, 1996
-----------------------------
Calvin L. Frink
* Director July 22, 1996
-----------------------------
Eugene E. Gaffey
<PAGE> II-4
SIGNATURE TITLE DATE
* Chief Financial Officer July 22, 1996
-----------------------------
Mark A. Gavin (Principal Financial
Officer)
/s/ David R. Grenon Director July 22, 1996
-----------------------------
David R. Grenon
* Director July 22, 1996
-----------------------------
Elizabeth Sears Hager
* Director July 22, 1996
-----------------------------
Douglas S. Hatfield, Jr.
* Director July 22, 1996
-----------------------------
Philip A. Mason
* Director July 22, 1996
-----------------------------
Walter R. Peterson
* Director July 22, 1996
-----------------------------
L. William Slanetz
* Corporate Controller July 22, 1996
-----------------------------
Gregg R. Tewksbury (Principal Accounting
Officer)
* By: /s/ Mark A. Gavin
----------------------
Mark A. Gavin
Attorney-in-Fact
<PAGE> II-5
INDEX OF EXHIBITS
Exhibit 4.1 Provisions of Articles of Incorporation of CFX
Corporation defining the rights of security holders.
Previously filed.
Exhibit 4.2 Provisions of By-laws of CFX Corporation defining the rights of
security holders. Previously filed.
Exhibit 5 Opinion of Devine, Millimet & Branch with respect to
the validity of the Common Stock being registered.
Previously filed.
Exhibit 23.1 Consent of Wolf & Co., Independent Auditors. Filed
herewith.
Exhibit 23.2 Consent of KPMG Peat Marwick LLP, independent auditors
for The Safety Fund Corporation, filed herewith.
Exhibit 23.3 Consent of Ernst & Young LLP, prior independent
auditors for The Safety Fund Corporation, filed
herewith.
Exhibit 23.4 Consent of Shatswell, MacLeod & Co., independent
auditors for Milford Co-operative Bank, filed herewith.
Exhibit 23.5 Consent of Coopers & Lybrand, L.L.P, prior independent
auditors for Milford Co-operative Bank, filed herewith.
Exhibit 23.6 Consent of Devine, Millimet & Branch. Contained in the
opinion previously filed as Exhibit 5.
Exhibit 24 Powers of Attorney of certain officers and directors of
the Corporation. Previously filed.
<PAGE> II-6
Exhibit 23.1
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement on Form S-4 (File No. 333-2911) of CFX Corporation
and the related Prospectus of our report dated January 18, 1996 with respect to
the consolidated financial statements of CFX Corporation for the year ended
December 31, 1995, which financial statements are incorporated by reference in
the Annual Report on Form 10-K of CFX Corporation for the year ended December
31, 1995.
s\Wolf & Company
Boston, Massachusetts
July 22, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The Safety Fund Corporation:
We consent to the incorporation by reference in the post-effective Amendment No.
1, of CFX Corporation on Form S-8 to Registration Statement No. 333-2911 on Form
S-4 of our report dated January 22, 1996, relating to the consolidated balance
sheets of The Safety Fund Corporation and subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended, which report appears in the
December 31, 1995 annual report on Form 10-KSB of The Safety Fund Corporation
which is included as an exhibit to the March 31, 1996 Form 10-Q of CFX
Corporation.
s\KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
July 19, 1996
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Registration Statement on Form S-4 of CFX Corporation pertaining to the
Safety Fund Corporation 1984 Incentive Stock Option Plan and The Safety Fund
Corporation 1994 Incentive and Nonqualified Stock Option Plan of our report
dated January 28, 1994, with respect to the consolidated financial statements of
The Safety Fund Corporation incorporated by reference in the Annual Report (Form
10-KSB) for the year ended December 31, 1995.
s\Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
July 19, 1996
<PAGE>
Exhibit 23.4
SHATSWELL, MacLEOD & COMPANY, P.C.
[Letterhead]
Consent of Independent Accountants
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement on Form S-4 (File No. 333-2911) of CFX Corporation
and the related Prospectus of our report dated July 20, 1995 with respect to the
financial statements of Milford Co/operative Bank for the year ended June 30,
1995, which financial statements are incorporated by reference in the Annual
Report on Form 10-K of CFX Corporation for the year ended December 31, 1995.
s\Shatswell, MacLeod & Company, P.C.
SHATSWELL, MacLEOD & COMPANY, P.C.
W. Peabody, Massachusetts
July 18, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement on Form S-4 (File No. 333-2911) of CFX
Corporation and the related Prospectus of our report dated August 4, 1994 with
respect to the financial statements of Milford Co/operative Bank as of June 30,
1994 and the two years then ended, which financial statements are incorporated
by reference in the Annual Report on Form 10-K of CFX Corporation for the year
ended December 31, 1995.
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
July 19, 1996
