<PAGE>
As filed with the Securities and Exchange Commission
on July 23, 1996
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST COASTAL CORPORATION
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1177661
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
36 Thomas Drive, Westbrook, Maine 04092
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option and Equity Incentive Plan
--------------------------------------------------------
(Full title of the plan)
Gregory T. Caswell
President and Chief Executive Officer
First Coastal Corporation
36 Thomas Drive
Westbrook, Maine 04092
---------------------------------------
(Name and address of agent for service)
(207) 774-5000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Howard I. Flack, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
Calculation Of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Title of securities Amount to Proposed maximum Proposed maximum Amount of
to be registered be registered offering price per share (1) aggregate offering price (1) registration fee (1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 per share 130,000 $5.00 $650,000.00 $224.00
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
based upon the average of the high and low price for shares of the Registrant's
common stock on the OTC Bulletin Board, as reported by NASDAQ Trading and Market
Services, on July 17, 1996 solely for the purpose of calculating the
registration fee.
Exhibit Index is on page 9
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees as specified by Rule 428(b)(1). In accordance with the
instructions to Part I of Form S-8, such documents will not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
First Coastal Corporation (the "Company") hereby incorporates by
reference into this registration statement the following documents:
(a) The Company's Amendment No. 3 to Annual Report on Form 10-K
on Form 10-K/A for the year ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since December 31,
1995; and
(c) All documents filed by the Company subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The following summary description of the capital stock of the Company
does not purport to be complete and is subject to the provisions of the
Company's Restated Certificate of Incorporation and Amended and Restated Bylaws
and by the provisions of applicable law.
AUTHORIZED AND OUTSTANDING CAPITAL STOCK. The Company's authorized
capital stock consists of 6,700,000 shares of Common Stock, par value $1.00 per
share (the "Common Stock"), and 1,000,000 shares of Serial Preferred Stock, par
value $1.00 per share (the "Serial Preferred Stock"). As of March 31, 1996,
600,361 shares of Common Stock were issued and outstanding, held by
approximately 1,575 stockholders of record, and as of March 31, 1996, there were
outstanding options to purchase 308 shares of Common Stock, which the Company
and the holder thereof terminated as of May 30, 1996. On May 2, 1996, the
Company's Board of Directors adopted the 1996 Stock Option and Equity Incentive
Plan, which was approved by stockholders on June 11, 1996, pursuant to which
130,000 shares of Common Stock have been reserved for issuance pursuant to the
exercise of stock options to be granted, or in connection with stock bonus
awards to be made in accordance with the terms of such plan. As of July 23,
1996, the Company has awarded 7,500 shares of restricted stock and granted
options exercisable for 46,500 shares of Common Stock under the 1996 Stock
Option and Equity Incentive Plan, subject to the consummation of the Company's
proposed public offering of 750,000 shares of Common Stock (the "Offering").
COMMON STOCK. Each holder of Common Stock is entitled to one vote per
share with respect to all matters that are to be voted on by stockholders
generally, including the election of directors. One-third of the shares
entitled to vote, present in person or by proxy, constitutes a quorum at a
meeting of stockholders, and if a quorum exists, action on a matter is taken if
the votes cast favoring the action exceed the votes cast opposing the action,
except with respect to (i) certain actions that, under Delaware law, must be
approved by the affirmative vote of a majority or more of outstanding shares
entitled to vote (including, but not limited to, amendment of the Company's
Restated Certificate of Incorporation, merger and disposition of substantially
all property and assets) and (ii) certain amendments to the Company's Restated
Certificate of Incorporation and Amended and Restated Bylaws as set forth
- 2 -
<PAGE>
therein and described below under "-- Certain Charter and Statutory Provisions."
Holders of Common Stock are entitled to receive such cash dividends on an equal
per share basis as may be declared from time to time by the Board of Directors
of the Company out of funds legally available therefor. The Company has not
paid dividends since 1990, and the Company is subject to certain restrictions on
its ability to pay dividends in the future, including those arising from a loan
to be entered into by the Company in connection with the proposed
recapitalization of the Company. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and all liquidation
preferences, if any, granted to holders of Serial Preferred Stock. No holder of
Common Stock has any preemptive right to subscribe for any of the Company's
securities, nor does any holder of Common Stock have conversion rights. The
rights, privileges, preferences and priorities of holders of the Common Stock
are subject to, and may be adversely affected by, the rights of the holders of
shares of any series of Serial Preferred Stock that the Company may designate
and issue in the future.
SERIAL PREFERRED STOCK. The Company's Restated Certificate of
Incorporation authorizes the Board of Directors, from time to time and without
further stockholder action, to provide for the issuance of up to 1,000,000
shares of Serial Preferred Stock, in one or more series, and to fix the relative
rights and preferences of the shares, including, without limitation, voting
powers, dividend rights, liquidation preferences, redemption rights and
conversion privileges. As of July 23, 1996, the Board of Directors has not
provided for the issuance of any series of Serial Preferred Stock, and there are
no agreements or understandings for the issuance of any Serial Preferred Stock.
Because of its broad discretion with respect to the creation and issuance of
Serial Preferred Stock without stockholder approval, the Board of Directors
could adversely affect the voting power of the holders of Common Stock and, by
issuing shares of Serial Preferred Stock with certain voting, conversion and/or
redemption rights, could discourage any attempt to obtain control of the
Company.
CERTAIN CHARTER AND STATUTORY PROVISIONS.
CLASSIFIED BOARD; AMENDMENT OF CHARTER AND BYLAWS. The Company's
Restated Certificate of Incorporation provides for the division of the Board of
Directors into three classes of directors, serving staggered three-year terms.
The Company's Amended and Restated Bylaws permit stockholders to make
nominations for directors but only if such nominations are made pursuant to
timely notice in writing to the Company. To be timely, notice of stockholder
nominations for directors must be delivered in writing to the Secretary of the
Company not less than 30 days nor more than 90 days prior to the meeting of
stockholders at which such directors are to be elected, together with certain
additional information as specified in the Amended and Restated Bylaws. The
Restated Certificate of Incorporation further provides that the approval of at
least two-thirds of the entire Board of Directors at a duly constituted meeting
called for such purpose and the approval of the holders of at least two-thirds
of the shares entitled to vote thereon at a duly called annual or special
meeting of stockholders are necessary for the amendment of certain sections of
the Restated Certificate of Incorporation relating to election and
classification of the Board of Directors; limitation of certain liabilities of
directors; adoption, alteration, amendment or repeal of the Amended and Restated
Bylaws; limitation on calling of special meetings of stockholders; approval of
acquisitions of control and offers to acquire control; criteria for evaluation
of certain offers by the Board of Directors; anti-greenmail; and stockholders'
action by unanimous written consent. In addition, the approval of the holders
of at least 80% of the shares entitled to vote thereon at a duly called annual
or special meeting of stockholders is necessary for the amendment of certain
sections of the Restated Certificate of Incorporation relating to the vote
requirements for approval of certain business combinations and to the vote
requirements for amendment of the Restated Certificate of Incorporation. The
Amended and Restated Bylaws provide that the approval of at least two-thirds of
the entire Board of Directors at a duly constituted meeting called for such
purpose or the approval of the holders of at least two-thirds of the shares
entitled to vote thereon at a duly constituted meeting of stockholders called
for such purpose are necessary for the amendment of the Amended and Restated
Bylaws. These provisions may have the effect of deterring hostile takeovers or
delaying changes in control or management of the Company.
BUSINESS COMBINATION PROVISIONS. The Company is subject to the
provisions of Section 203 of the Delaware General Corporation Law. In general,
the statute prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless prior to the date the stockholder became an interested
stockholder the board approved either the business combination or the
transaction
- 3 -
<PAGE>
that resulted in the stockholder becoming an interested stockholder or unless
one of two exceptions to the prohibitions are satisfied: (i) upon consummation
of the transaction that resulted in such person becoming an interested
stockholder, the interested stockholder owned at least 85% of the corporation's
voting stock outstanding at the time the transaction commenced (excluding, for
purposes of determining the number of shares outstanding, shares owned by
certain directors or certain employee stock plans) or (ii) on or after the date
the stockholder became an interested stockholder, the business combination is
approved by the board of directors and authorized by the affirmative vote (and
not by written consent) of at least two-thirds of the outstanding voting stock
excluding that stock owned by the interested stockholder. A "business
combination" includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An "interested stockholder" is
a person who (other than the corporation and any direct or indirect majority
owned subsidiary of the corporation), together with affiliates and associates,
owns (or, as an affiliate or associate, within three years prior, did own) 15%
or more of the corporation's outstanding voting stock.
In addition, the Restated Certificate of Incorporation provides
that a "business combination" with an "interested shareholder" must be approved
by the affirmative vote of at least 80% of the outstanding voting stock unless
either (a) the business combination is approved by a majority of the "continuing
directors" or (b) certain price and procedure requirements are satisfied.
Except for business combinations requiring such higher stockholder vote, any
merger or consolidation involving the Company must, as a condition to its
effectiveness, be approved by the affirmative vote of at least two-thirds of the
issued and outstanding shares of each class of capital stock of the Company. A
"business combination" includes a merger, asset sale or acquisition,
reclassification of securities, recapitalization or other transaction resulting
in a financial benefit to the interested shareholder. An "interested
shareholder" is a person who (other than the Company or any subsidiary of the
Company), (i) together with affiliates and associates, directly or indirectly
beneficially owns 10% or more of the Company's outstanding voting stock, or
(ii) is an affiliate of the Company and, together with affiliates and
associates, within two years prior directly or indirectly beneficially owned 10%
or more of the Company's outstanding voting stock. A "continuing director" is a
member of the Board of Directors of the Company who is unaffiliated with the
interested shareholder and was a member of the Board of Directors prior to the
time that the interested shareholder (including any affiliate or associate
thereof) became an interested shareholder, and any successor of a continuing
director who is unaffiliated with the interested shareholder and is recommended
to succeed a continuing director by a majority of continuing directors then on
the Board of Directors.
The Restated Certificate of Incorporation requires the Board of
Directors, when evaluating a tender offer, merger or acquisition proposal, in
connection with the exercise of its judgment in determining the best interests
of the Company and its stockholders, to take into account all relevant factors,
including, without limitation, the economic effects of acceptance of such offer
on (i) depositors, borrowers and employees of the insured bank or institution
subsidiary or subsidiaries of the Company, and on the communities in which such
subsidiary or subsidiaries operate or are located, and (ii) the ability of such
subsidiary or subsidiaries to fulfill the objectives of an insured institution
under applicable federal and state statutes and regulations.
APPROVAL FOR CERTAIN STOCK ACQUISITIONS AND OFFERS TO ACQUIRE
STOCK AND ACQUISITIONS OF CONTROL AND OFFERS TO ACQUIRE CONTROL PROVISIONS. The
Company has substantial net operating loss carryforwards for federal tax
purposes. In order to reduce the likelihood that there will be a reduction
in the amount of such carryforwards by reason of an "ownership change" as
defined in Section 382 of the Internal Revenue Code of 1986, as amended, the
Company amended its Restated Certificate of Incorporation. The amendment
provides that unless otherwise approved by the Company's Board of Directors,
no person shall become or make an offer to become the beneficial owner of
five percent or more of the Company's voting stock (a "prohibited 5% owner")
for three years from June 11, 1996. A person who is the beneficial owner of
five percent or more of the Company's outstanding voting stock on June 11,
1996 (an "existing 5% owner") will not be deemed in violation of the
provision; provided, however, that if after June 11, 1996, any existing 5%
owner shall become or make an offer to become the beneficial owner of any
additional shares of the Company's voting stock, then such person will be
deemed to be a prohibited 5% owner if, following the acquisition of such
additional shares, such existing 5% owner is or will be the beneficial owner
of five percent or more of the Company's voting stock. Such amendment further
provides that no person will become a prohibited 5% owner as a result of an
acquisition of shares of voting stock by the Company which, by reducing the
number of shares of the Company's voting stock outstanding, increases the
proportionate number of shares of voting stock beneficially owned by such
person to five percent or more of the shares of the Company's voting stock
then outstanding; provided, however, that if a person becomes a beneficial
owner of five percent or
- 4 -
<PAGE>
more of the Company's voting stock then outstanding by reason of share
purchases by the Company and shall, after such share purchases by the
Company, become the beneficial owner of any additional shares of the
Company's voting stock, then such person will be deemed to be a prohibited 5%
owner if such person is then the beneficial owner of five percent or more of
the voting stock then outstanding.
In the event that any person becomes a prohibited 5% owner in
violation of the amendment, such number of the shares of voting stock of which
such person is the beneficial owner, in excess of the number of shares of voting
stock of which such person might be the beneficial owner without becoming a
prohibited 5% owner, will be considered from and after the date such person
becomes a prohibited 5% owner to be "excess shares" for purposes of the
amendment. Such excess shares will thereafter no longer (i) be entitled to vote
on any matter, (ii) be entitled to take other stockholder action, (iii) be
entitled to be counted in determining the total number of outstanding shares for
purposes of any matter involving stockholder action, or (iv) be transferable,
except with the approval of the Company's Board of Directors or by an
independent trustee appointed by the Company's Board of Directors for the
purpose of having such excess shares sold on the open market or otherwise. The
proceeds from the sale by the trustee of such excess shares shall be paid (i)
first, to the trustee in an amount equal to the trustee's reasonable fees and
expenses, (ii) second, to the beneficial owner of such excess shares in an
amount up to such owner's federal income tax basis in such excess shares, and
(iii) third, to the Company as to any remaining balance.
Finally, the amendment provides that if the Company's Board of
Directors determines in good faith that a person who would otherwise be a
prohibited 5% owner has inadvertently become a prohibited 5% owner and such
person ceases to be the beneficial owner and disposes of a sufficient number of
shares of the Company's voting stock within the time fixed by the Company's
Board of Directors incident to the foregoing determination, so that such person
would no longer be a prohibited 5% owner, pending and upon such disposition of
shares of voting stock, such person will not be deemed a prohibited 5% owner for
purposes of the amendment unless and until such person subsequently becomes a
prohibited 5% owner.
In connection with the approval of the amendment, the Board of
Directors of the Company approved the acquisition of shares in the Offering by
stockholders of the Company holding five percent or more of the Company's voting
stock on June 11, 1996 up to such number of shares as would cause such
stockholder to maintain his or her pre-Offering percentage ownership interest in
the Company following the Offering.
The Restated Certificate of Incorporation of the Company provides that
if the Common Stock is then traded on a national securities exchange or quoted
on the NASD Automated Quotation System, no person shall make any offer to
acquire "control" of the Company unless such person has received the prior
approval to make such offer either (a) by obtaining approval of the Board of
Directors of the Company or (b) by obtaining all required federal and state
regulatory approvals and furnishing the Board of Directors of the Company a
complete copy of all notices and other documents filed by such person pursuant
to applicable federal and state law and regulations. "Control" means the sole
or shared power to vote or to direct the voting of, or to dispose or to direct
the disposition of, 10% or more of the voting stock of the Company.
The Restated Certificate of Incorporation also provides that no
person shall acquire control of the Company at any time unless such acquisition
of control has been approved (a) either (i) by the affirmative vote of at least
two-thirds of the outstanding voting stock at a duly constituted meeting of
stockholders called for such purpose or (ii) by at least two-thirds of the
entire Board of Directors at a duly constituted meeting called for such purpose
and (b) by all regulatory authorities required under applicable federal and
state statutes and in the manner provided by all applicable regulations adopted
thereunder.
ANTI-GREENMAIL PROVISIONS. The Restated Certificate of
Incorporation prohibits the Company from purchasing any shares of the Company's
voting stock from any person that beneficially owns, directly or indirectly,
five percent or more of the Company's voting stock at a price exceeding the
average closing price or the mean of the bid and ask prices of a share of voting
stock for the 20 trading days immediately preceding the date of execution of a
definitive agreement to purchase the voting stock, unless a majority of the
Company's disinterested stockholders approve the transaction. This restriction
on purchases by the Company does not apply to any offer to purchase shares of a
class of the Company's voting stock which is made on the same terms and
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<PAGE>
conditions to all holders of that class of voting stock or to any purchase of
stock owned by such a five-percent stockholder occurring more than two years
after such stockholder's last acquisition of the Company's stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Section 145 of the General Corporation Law of the State of
Delaware ("Section 145") provides for the indemnification of directors,
officers, employees and agents of corporations organized thereunder in certain
circumstances. In addition, Section 145 grants to each such corporation the
power to indemnify its directors, officers, employees and agents against
liability for certain of their acts. Section 145 is set forth as Exhibit 99 to
this registration statement and incorporated herein by reference.
(b) The Company's Amended and Restated Bylaws provide that the
Company shall indemnify any and all of its officers, directors, employees and
agents, and former officers, directors, employees and agents, against any and
all expenses or other matters to the extent permitted by Section 145. Such
indemnification is not exclusive of any other rights of indemnification under
any by-laws, agreement, vote of stockholders or disinterested directors or
otherwise.
(c) The Company has in effect a policy of liability insurance
covering its directors and officers.
* * *
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. See the Company's
undertaking concerning indemnification set forth in Item 9(c).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 1996 Stock Option and Equity Incentive Plan. (Filed as Exhibit
10(p) to Registration Statement on Form S-2, File No. 333-02609,
and incorporated herein by reference.)
4.2 Restated Certificate of Incorporation of First Coastal
Corporation. (Filed as Exhibit 3.1(i) to Annual Report on Form
10-K for the year ended December 31, 1995, File No. 0-14087
("1995 Form 10-K"), and incorporated herein by reference.)
4.3 Certificate of Amendment of Restated Certificate of Incorporation
of First Coastal Corporation. (Filed as Exhibit 3.1(i)(b) to
Amendment No. 3 to Annual Report on Form 10-K on Form 10-K/A for
the year ended December 31, 1995, File No. 0-14087, and
incorporated herein by reference.)
4.4 Amended and Restated Bylaws of First Coastal Corporation. (Filed
as Exhibit 3.1(ii) to 1995 Form 10-K, and incorporated herein by
reference.)
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (See Exhibit 5.)
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<PAGE>
23.2 Consent of Coopers & Lybrand, L.L.P.
99 Section 145 of the General Corporation Law of the State of
Delaware.
ITEM 9. UNDERTAKINGS.
(a) 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:
(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; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 in the
registration statement.
(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 offering.
(b) 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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) 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 Securities Act of 1933 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
Securities Act of 1933 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 Westbrook, State of Maine, on this 23rd day of July
1996.
FIRST COASTAL CORPORATION
By: /s/ Gregory T. Caswell
--------------------------------
Gregory T. Caswell
President and Chief Executive
Officer
(principal 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gregory T. Caswell President and Chief Executive Officer July 23, 1996
- ------------------------------ (principal executive officer)
Gregory T. Caswell
/s/ Dennis D. Byrd Treasurer July 23, 1996
- ------------------------------ (principal financial officer
Dennis D. Byrd and principal accounting officer)
/s/ Normand E. Simard Chairman of the Board July 23, 1996
- ------------------------------
Normand E. Simard
/s/ Roger E. Klein Director July 23, 1996
- ------------------------------
Roger E. Klein
/s/ Edward K. Simensky Director July 23, 1996
- ------------------------------
Edward K. Simensky
Director July __, 1996
- ------------------------------
Charles A. Stewart III
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
4.1 1996 Stock Option and Equity Incentive Plan. (Filed
as Exhibit 10(p) to Registration Statement on Form S-2,
File No. 333-02609, and incorporated herein by
reference.)
4.2 Restated Certificate of Incorporation of First Coastal
Corporation. (Filed as Exhibit 3.1(i) to Annual Report
on Form 10-K for the year ended December 31, 1995, File
No. 0-14087 ("1995 Form 10-K"), and incorporated herein
by reference.)
4.3 Certificate of Amendment of Restated Certificate of
Incorporation of First Coastal Corporation. (Filed as
Exhibit 3.1(i)(b) to Amendment No. 3 to Annual Report
on Form 10-K on Form 10-K/A for the year ended
December 31, 1995, File No. 0-14087, and incorporated
herein by reference.)
4.4 Amended and Restated Bylaws of First Coastal Corporation.
(Filed as Exhibit 3.1(ii) to 1995 Form 10-K, and
incorporated herein by reference.)
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (See Exhibit 5.)
23.2 Consent of Coopers & Lybrand, L.L.P.
99 Section 145 of the General Corporation Law of the
State of Delaware.
- 9 -
<PAGE>
HOGAN & HARTSON L.L.P
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
TEL.: 202/637-5600
FAX: 202/637-5910
July 23, 1996
Board of Directors
First Coastal Corporation
36 Thomas Drive
Westbrook, Maine 04092
Dear Gentlemen:
We are acting as special counsel to First Coastal Corporation, a
Delaware corporation (the "Company"), in connection with its Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission relating to 130,000 shares of common stock, par value
$1.00 per share (the "Shares"), issuable in connection with the Company's 1996
Stock Option and Equity Incentive Plan (the "Plan"). This opinion letter is
furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection
with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation of the Company, as
amended, as certified by the Secretary of the State of the State
of Delaware on July 18, 1996 and as certified by the Secretary of
the Company on the date hereof as being complete, accurate and in
effect.
3. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as being
complete, accurate and in effect.
4. A copy of the Plan, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in effect.
<PAGE>
Board of Directors
First Coastal Corporation
July 23, 1996
Page 2
5. Resolutions of the Board of Directors of the Company adopted on
May 2, 1996, as certified by the Secretary of the Company on the
date hereof as being complete, accurate and in effect, relating
to authorization of the Plan and of the Shares under the Plan.
6. Resolutions of the stockholders of the Company adopted on
June 11, 1996, as certified by the Secretary of the Company on
the date hereof as being complete, accurate and in effect,
relating to stockholder approval and adoption of the Plan.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter
is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware, as amended. We express no
opinion herein as to any other laws, statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) issuance of the Shares pursuant to the terms of the
Plan and (ii) receipt by the Company of the consideration for the Shares
contemplated by the Plan, the Shares will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware, as
amended.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
<PAGE>
Board of Directors
First Coastal Corporation
July 23, 1996
Page 3
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated February 5, 1996, on our audits of the
consolidated financial statements of First Coastal Corporation and subsidiary
as of December 31, 1995 and 1994, and for each of the three years in the
period ended December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Portland, Maine
July 23, 1996
<PAGE>
SECTION 145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE.
(a) A corporation may 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
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines 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 contendere 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.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) 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 (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section.
<PAGE>
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
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