SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEWMIL BANCORP, INC.
(exact name of registrant, as specified in its charter)
DELAWARE 06-1186389
(State or other jurisdiction (IRS Employer
of incorporation or organization) Indemnification No.)
19 Main Street, New Milford, Connecticut 06776
(Address of principal executive office) (Zip Code)
NewMil Bancorp Third Amended and Restated 1992 Stock Option Plan
For Outside Directors
NewMil Bancorp Second Amended and Restated1986 Stock Option and
Incentive Plan
(full title of plans)
B. Ian McMahon
NewMil Bancorp, Inc.
19 Main Street
New Milford, Connecticut 06776
(name and address of agent for service)
860-355-7600
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum Registration
offering aggregate Fee
price offering
per unit* price*
Common Stock
par value,
$0.50 per share 190,000(1) $ 10.75 $2,042,500 $539.22
Common Stock
par value,
$0.50 per share 615,000(2) $ 10.75 $6,611,250 $1745.37
* Estimated for purposes of calculation of the Registration Fee
pursuant to Rule 457(c) and based upon an average of the high and
low prices that Company Common Stock sold for on December 21, 2000.
This Registration Statement shall become effective automatically
upon the date of filing in accordance with Section 8(a) of the
Securities Act of 1933 and Rule 462 promulgated thereunder.
(1) Represents the amount of Company Common Stock reserved for
issuance under the NewMil Bancorp, Inc. 1992 Stock Option Plan for
Outside Directors.
(2) Represents the amount of Company Common Stock reserved for
issuance under the NewMil Bancorp, Inc. 1986 Stock Option and
Incentive Plan.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information required by Items 1 and 2 of Part I is not required
to be filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
NewMil Bancorp, Inc. (the "Company") hereby incorporates by
reference into this registration statement the following documents
and information filed with the Securities and Exchange Commission.
(a) The latest annual report of the Company, filed with the
Securities and Exchange Commission pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") dated
September 15, 2000.
(b) All other reports filed pursuant to Section 13(a) or Section
15(d) of the Exchange Act since the filing of the documents referred
to in paragraph (a) above.
(c) The description of Common Stock, par value $0.50 per share
("Common Stock") of the Company contained in the Company's
registration statement on Form 8-A filed pursuant to Section 12
of the Exchange Act and any report filed for the purpose of
updating such descriptions.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts & Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Reference is made to the provisions of Article NINTH of the
Company's Certificate of Incorporation, and the provisions of
Article XII of the Company's bylaws, as amended. Each of said
provisions requires the Company to indemnify its Directors, officers
and other indemnifiable persons to the fullest extent permitted
under the General Corporation Law of the State of Delaware (the
"Delaware Corporation Law").
The Company is a Delaware corporation subject to the applicable
indemnification provisions of the Delaware Corporation Law. Section
145 of the Delaware Corporation Law provides for the indemnification,
under certain circumstances, of persons who are or were directors,
officers, employees or agents of the Company, or are or were serving
at the request of the Company in such a capacity with another business
organization or entity, against expenses, judgments, fines and amounts
paid in settlement in actions, suits or proceedings, whether civil,
criminal, administrative, or investigative, brought or threatened
against or involving such persons because of such person's service in
any such capacity. In the case of actions brought by or in the right
of the Company, Section 145 provides for indemnification only of
expenses, and only upon a determination by the Court of Chancery or
the court in which such action or suit was brought that, in view of all
the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses.
The Company's Certificate of Incorporation provides that no
Director shall have personal liability to the Company or its
shareholders for monetary damages for any breach of fiduciary duty as
a Director except (1) for breach of the Director's duty of loyalty
to the Company or its stockholders; (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law; (3) pursuant to Section 174 of the Delaware General
Corporation Law; or (4) for any transaction from which the
Director derived an improper personal benefit. In any of the
aforementioned situations, the Director shall be liable to the extent
provided by applicable law.
The foregoing indemnity and limitation of liability provisions
have the effect of reducing directors' and officers' exposure to
personal liability for actions taken in connection with their
respective positions.
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. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
Item 7. Exemption from Registration Claimed
Not applicable because no restricted securities will be reoffered or
resold pursuant
to this Registration Statement.
Item 8. Exhibits
(4.1)(a) NewMil Bancorp second amended and restated 1986 Stock Option
and Incentive Plan.
(4.2)(a) NewMil Bancorp third amended and restated 1992 Stock Option
Plan for Outside Directors.
(5) Opinion of Tyler Cooper & Alcorn, LLP (re: legality).
(23)(a) Consent of PricewaterhouseCoopers, LLP.
(23)(b) Consent of Tyler Cooper & Alcorn, LLP
(See Exhibit 5).
(24) Power of Attorney for any subsequent amendments is located
in the signature pages.
Item 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement and
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.
(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.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company'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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the registrant 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 Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized in the Town
of New Milford, State of Connecticut on the ___ day of December, 2000.
NewMil Bancorp, Inc.
(Registrant)
By: /s/ Francis J. Wiatr
Francis J. Wiatr
Its: President and Chief Executive Officer
By: /s/ B. Ian McMahon
B. Ian McMahon
Its: Principal Financial 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.
Each person whose signature appears below hereby makes,
constitutes and appoints Francis J. Wiatr his true and lawful
attorney with full power to sign for such person and in such
person's name and capacity indicated below and with full power of
substitution any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature
as it may be signed by said attorney to any and all amendments.
THE BOARD OF DIRECTORS OF NEWMIL BANCORP, INC.
/s/ Francis J. Wiatr /s/ Kevin L. Dumas
-------------------- -------------------
Francis J. Wiatr Kevin L. Dumas
Chairman, President & CEO Director
December 21, 2000 December 21, 2000
/s/ Herbert E. Bullock
---------------------- ------------------
Herbert E. Bullock Joseph Carlson II
Director Director
December 21, 2000 December 21, 2000
/s/ Laurie G. Gonthier /s/ Robert J. McCarthy
---------------------- ----------------------
Laurie G. Gonthier Robert J. McCarthy
Director Director
December 21, 2000 December 21, 2000
/s/ Suzanne L. Powers /s/ Betty F. Pacocha
--------------------- --------------------
Suzanne L. Powers Betty F. Pacocha
Director Director
December 21, 2000 December 21, 2000
/s/ Mary C. Williams /s/ Paul N. Jaber
-------------------- -----------------
Mary C. Williams Paul N. Jaber
Director Director
December 21, 2000 December 21, 2000
/s/ John Otto /s/ Anthony M. Rizzo, Sr.
------------- -------------------------
John Otto Anthony M. Rizzo, Sr.
Director Director
December 21, 2000 December 21, 2000
EXHIBIT (23)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 19, 2000
relating to the financial statements of NewMil Bancorp, Inc., which
appears in NewMil Bancorp, Inc.'s Annual Report on Form 10-K for the
year ended June 30, 2000.
/s/ PricewaterhouseCoopers, LLP
Hartford, Connecticut
December 21, 2000
