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As filed with the Securities and Exchange Commission on September 23, 1997
Registration No. 333-29229
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO REGISTRATION STATEMENT
ON FORM S-4 UNDER THE SECURITIES ACT OF 1933
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CFX CORPORATION
(Exact name of registrant as specified in its charter)
New Hampshire 02-0402421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 Main Street
Keene, New Hampshire 03431
(Address, including zip code, of principal executive offices)
Portsmouth Bank Shares, Inc.
Revised 1987 Stock Option and Stock Appreciation Rights Plan
(Full title of the plan)
Gregg R. Tewksbury
Chief Financial 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 for service)
Copy to:
Steven Kaplan, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004
(202) 942-5998
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CFX Corporation (File No.
1-10633) ("CFX") with the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) CFX's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) Amendment No. 1 to CFX's Annual Report on Form 10-K/A
for the year ended December 31, 1996.
(c) CFX's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(d) CFX's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(e) CFX's Current Report on Form 8-K dated as of February
13, 1997.
(f) CFX's Current Report on Form 8-K dated as of August
29, 1997.
(g) The description of the common stock of CFX, par value
$0.66 2/3 per share ("CFX Common Stock"), contained
in a registration statement on Form 8-A filed by
Cheshire Financial Corporation (now known as CFX) on
November 13, 1990, and any amendments or reports
filed for the purpose of updating such description.
All documents filed by CFX after the date of this
Post-Effective Amendment No. 1 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 CFX Common Stock offered hereby has been sold or which
deregisters such CFX Common Stock then remaining unsold, shall be deemed to be
incorporated in this Post-Effective Amendment No. 1 by reference and shall 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
Post-Effective Amendment No. 1 shall be deemed to be modified or superseded for
purposes of this Post-Effective Amendment No. 1 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 Post-Effective Amendment No.
1 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 Post-Effective Amendment No. 1.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The audited consolidated financial statements of CFX and
subsidiaries as of December 31, 1996 and 1995 and for each of the years ended
December 31, 1996, 1995 and 1994, included in CFX's 1996 Annual Report to
Shareholders and incorporated by reference in CFX's Annual Report on Form 10-K
for the year ended December 31, 1996 (the "CFX Form 10-K"), incorporated herein
by reference to the CFX Form 10-K, have been audited by Wolf & Company, P.C.
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference to the CFX Form 10-K. Such audited
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The audited consolidated financial statements of Portsmouth
Bank Shares, Inc. (File No. 0-16510) ("Portsmouth") and subsidiary as of
December 31, 1996 and 1995 and for each of the years ended December 31, 1996,
1995 and 1994, included in Portsmouth's Annual Report on Form 10-K for the year
ended December 31, 1996, incorporated herein by reference to CFX's Current
Report on Form 8-K dated as of August 29, 1997 (the "CFX Form 8-K"), have been
audited by Shatswell, MacLeod & Company, P.C., independent auditors, as set
forth in their report thereon incorporated therein by reference and
incorporated herein by reference to the CFX Form 8-K. Such financial
statements are incorporated herein in reliance upon the reports of Shatswell,
MacLeod & Company, P.C. pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
The audited consolidated financial statements of Community
Bankshares, Inc. (File No. 0-14620) ("Community") and subsidiaries as of
December 31, 1996 and 1995 and June 30, 1995, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for the
year ended December 31, 1996, the six months ended December 31, 1995 and for
each of the years in the two-year period ended June 30, 1995, incorporated
herein by reference to the CFX Form 8-K, have been audited by KPMG Peat Marwick
LLP, independent auditors, as set forth in their report thereon incorporated
therein by reference and incorporated herein by reference to the CFX Form 8-K.
Such financial statements are incorporated herein in reliance upon the reports
of KPMG Peat Marwick LLP pertaining to such financial statements given upon the
authority of such firm as experts in accounting and auditing.
Documents incorporated herein by reference in the future will
include financial statements, related schedules (if required) and auditors'
reports, which financial statements and schedules will have been audited to the
extent and for the periods set forth in such reports by the firm or firms
rendering such reports, and, to the extent so audited and consent to
incorporation by reference is given, will be incorporated herein by reference
in reliance upon such reports given upon the authority of such firms as experts
in accounting and auditing.
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Devine, Millimet & Branch, Professional Association, has
delivered its legal opinion to the effect that the issuance and sale of the
CFX Common Stock offered hereby was duly authorized by the Company and that
such CFX Common Stock will be when issued, validly issued, fully paid and
nonassessable.
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.
The Bylaws of CFX 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.
CFX has purchased directors' and officers' liability insurance covering certain
liabilities which may be incurred by the officers and directors of CFX in
connection with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index on page II-8 of this
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form
S-4 have been previously filed, are filed herewith or are incorporated herein
by reference to other filings.
ITEM 9. UNDERTAKINGS.
CFX 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 of 1933, as
amended (the "Securities Act");
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(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 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% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective Registration Statement.
(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 the undertakings set
forth in paragraphs 1(a) and 1(b) above 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 CFX pursuant to Section 13
or 15(d) of the Exchange Act, that are
incorporated by reference in this
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.
4. That, for purposes of determining any liability under
the Securities Act, each filing of CFX's annual
report pursuant to section 13(a) or section 15(d) of
the Exchange Act 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.
5. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of CFX
pursuant to the foregoing provisions, or otherwise,
CFX has been advised 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
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indemnification against such liabilities (other than
the payment by CFX of expenses incurred or paid by a
director, officer or controlling person of CFX 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, CFX 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 Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
CFX 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 Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Keene, State of New Hampshire, on September 23, 1997.
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,
this Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on
Form S-4 has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Richard F. Astrella Director September 23, 1997
----------------------------
Richard F. Astrella
* William E. Aubuchon, III Director September 23, 1997
----------------------------
William E. Aubuchon, III
/s/ Peter J. Baxter President, Chief Executive September 23, 1997
---------------------------- Officer and Director (Principal
Peter J. Baxter Executive Officer)
* Richard B. Baybutt Director September 23, 1997
----------------------------
Richard B. Baybutt
* Christopher V. Bean Director September 23, 1997
----------------------------
Christopher V. Bean
* Christopher W. Bramley Director September 23, 1997
----------------------------
Christopher W. Bramley
Director
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John N. Buxton
</TABLE>
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<TABLE>
<S> <C> <C>
* P. Kevin Condron Director September 23, 1997
----------------------------
P. Kevin Condron
* Timothy J. Connors Director September 23, 1997
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Timothy J. Connors
* Douglas Crichfield Director September 23, 1997
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Douglas Crichfield
* Calvin L. Frink Director September 23, 1997
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Calvin L. Frink
* Eugene E. Gaffey Director September 23, 1997
----------------------------
Eugene E. Gaffey
* David R. Grenon Director September 23, 1997
----------------------------
David R. Grenon
* Elizabeth Sears Hager Director September 23, 1997
----------------------------
Elizabeth Sears Hager
* Douglas S. Hatfield, Jr. Director September 23, 1997
----------------------------
Douglas S. Hatfield, Jr.
* Philip A. Mason Director September 23, 1997
----------------------------
Philip A. Mason
* Walter R. Peterson Director September 23, 1997
----------------------------
Walter R. Peterson
Director
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Seth A. Resnicoff
* Mark E. Simpson Director September 23, 1997
----------------------------
Mark E. Simpson
* Robert W. Simpson Director September 23, 1997
----------------------------
Robert W. Simpson
* L. William Slanetz Director September 23, 1997
----------------------------
L. William Slanetz
* Gregg R. Tewksbury Chief Financial Officer September 23, 1997
---------------------------- (Principal Financial and
Gregg R. Tewksbury Accounting Officer)
* By /s/ Peter J. Baxter September 23, 1997
----------------------------
(Attorney-in-fact)
</TABLE>
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INDEX TO EXHIBITS
Exhibit 4 Portsmouth Bank Shares, Inc. Revised 1987 Stock
Option and Stock Appreciation Rights Plan, previously
filed as Exhibit 10.1 to the Registration Statement
on Form S-8 (File No. 33-24050) previously filed by
Portsmouth Bank Shares, Inc. on August 29, 1988, and
incorporated herein by reference.
Exhibit 5 Opinion of Devine, Millimet & Branch, Professional
Association, filed herewith.
Exhibit 23.1 Consent of Devine, Millimet & Branch, Professional
Association, included in the opinion filed as
Exhibit 5 hereto.
Exhibit 23.2 Consent of Wolf & Company, P.C., filed herewith.
Exhibit 23.3 Consent of Shatswell, MacLeod & Company, P.C., filed
herewith.
Exhibit 23.4 Consent of KPMG Peat Marwick LLP, filed herewith.
Exhibit 24.1 Powers of Attorney of certain directors and officers
of CFX, previously filed as Exhibit 24 to the
Registration Statement on Form S-4.
Exhibit 24.2 Powers of Attorney of certain directors and officers
of CFX, filed herewith.
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Exhibit 5
[Devine, Millimet & Branch, Professional Association Letterhead]
September 22, 1997
CFX Corporation
102 Main Street
Keene, New Hampshire 03431
Ladies and Gentlemen:
Reference is made to the Post-Effective Amendment No. 1 on
Form S-8 (the "Post-Effective Amendment") to the Registration Statement on Form
S-4 (File No. 333-29229) (the "Registration Statement") of CFX Corporation, a
New Hampshire corporation ("CFX"), relating to shares of CFX Common Stock, par
value $0.66 2/3 per share ("CFX Common Stock"), which may be offered to holders
of options ("Portsmouth Options") to purchase shares of common stock of
Portsmouth Bank Shares, Inc. ("Portsmouth"), par value $0.10 per share
("Portsmouth Common Stock"), made under and in accordance with Portsmouth's
Revised 1987 Stock Option and Stock Appreciation Rights Plan (the "Portsmouth
Plan"), which Portsmouth Options have been assumed by CFX and converted into
a right to purchase shares of CFX Common Stock pursuant to the terms of an
Agreement and Plan of Reorganization and a related Plan of Share Exchange,
both dated as of February 13, 1997, by and among CFX, Portsmouth and certain
of their respective affiliates (collectively, the "Reorganization Agreement").
You have asked us to furnish an opinion to be included as Exhibit 5 to the
Post-Effective Amendment. This opinion relates only to shares of CFX Common
Stock that may be issued to holders of Portsmouth Options outstanding on the
Effective Date (as defined in the Reorganization Agreement).
In conjunction with the furnishing of this opinion, we have
examined the Reorganization Agreement, the Portsmouth Plan, certified copies of
the Articles of Incorporation and the By-laws of CFX and the minutes of
relevant meetings of the directors and of the shareholders of CFX. We have
further examined such other corporate documents and have made such
investigation of matters of fact and law as we have deemed necessary to render
this opinion. Based upon such examination and investigation, and upon the
assumptions that there will be no material changes in the documents examined
and the matters investigated, we are of the opinion that:
1. The shares of CFX Common Stock that may be offered to
holders of Portsmouth Options after the Effective
Date pursuant to the terms of the Reorganization
Agreement have been duly authorized by CFX.
<PAGE> 2
2. The shares of CFX Common Stock to be issued upon
exercise of any Portsmouth Options in accordance with
the terms of the Portsmouth Plan, and any stock
option agreement pursuant thereto, and payments of the
consideration (in amounts not less than the par value
per share) specified in the Reorganization Agreement,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment.
Very truly yours,
DEVINE, MILLIMET & BRANCH, PROFESSIONAL
ASSOCIATION
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (File No. 333-29229), of our report dated January 29, 1997, except for
Note W as to which the date is March 24, 1997, and incorporated by reference in
the Annual Report on Form 10-K of CFX Corporation for the year ended December
31, 1996, and to the reference to us in Item 5 of the Registration Statement.
/s/ Wolf & Company, P.C.
--------------------------------
Wolf & Company, P.C.
Boston, Massachusetts
September 19, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (File No. 333-29229), of our report dated January 13, 1997, except for
Note 20 as to which the date is February 13, 1997, included in the Annual
Report of Portsmouth Bank Shares, Inc. and Subsidiary for the year ended
December 31, 1996 and incorporated by reference in the Current Report on Form
8-K of CFX Corporation dated as of August 29, 1997, and to the reference to us
in Item 5 of the Post-Effective Amendment.
/s/ Shatswell, MacLeod & Company, P.C.
--------------------------------------
Shatswell, MacLeod & Company, P.C.
West Peabody, Massachusetts
September 18, 1997
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report, incorporated herein by
reference, dated January 22, 1997, relating to the consolidated balance sheets
of Community Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995
and June 30, 1995, and the related consolidated statements of income, changes
in stockholders' equity and cash flows for the year ended December 31, 1996,
the six months ended December 31, 1995, and for each of the years in the
two-year period ended June 30, 1995, which report appears in the December 31,
1996 annual report on Form 10-K of Community Bankshares, Inc. and is
incorporated by reference in the Current Report on Form 8-K of CFX Corporation
dated as of August 29, 1997 and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in Post-Effective Amendment No. 1 on
Form S-8 to the Registration Statement on Form S-4.
/s/ KPMG Peat Marwick LLP
------------------------------------
KPMG Peat Marwick LLP
Boston, Massachusetts
September 22, 1997
<PAGE> 1
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of CFX Corporation, a corporation organized under the laws of
the state of New Hampshire (the "Corporation"), hereby constitutes and appoints
Peter J. Baxter, Mark A. Gavin, Gregg R. Tewksbury and Steven L. Kaplan, and
each of them (with full power to each of them to act alone), his or her true
and lawful attorneys-in-fact and agents for him or her and on his or her behalf
and in his or her name, place and stead, in all cases with full power of
substitution and resubstitution, in any hand and all capacities, to sign,
execute and affix his or her seal to and file with the Securities and Exchange
Commission (or any other governmental or regulatory authority) a Registration
Statement on Form S-4 or any other appropriate form and all amendments or
supplements (including post-effective amendments) thereto with all exhibits and
any and all documents required to be filed with respect thereto, relating to
the registration of shares of common stock, par value $0.66 2/3 per share, of
the Corporation, and grants to each of them full power and authority to do and
to perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully and to all
intents and purposes as he himself or she herself might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS HEREOF, the undersigned director and or officer has
hereunto set his or her hand and seal, as of the date specified.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Timothy J. Connors Director August 29, 1997
- ----------------------------------------------------------
Timothy J. Connors
/s/ Douglas Crichfield Director August 29, 1997
- ----------------------------------------------------------
Douglas Crichfield
/s/ Mark E. Simpson Director August 29, 1997
- ----------------------------------------------------------
Mark E. Simpson
/s/ Robert W. Simpson Director August 29, 1997
- ----------------------------------------------------------
Robert W. Simpson
</TABLE>
