AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2000
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTHEAST BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MAINE 01-0425066
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
232 CENTER STREET
AUBURN, MAINE 04210
(207) 777-6411
(ADDRESS, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NORTHEAST BANCORP
1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
JAMES D. DELAMATER, PRESIDENT
232 CENTER STREET
AUBURN, MAINE 04210
(207) 777-6411
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
RICHARD A. DENMON, ESQUIRE
CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P.A.
ONE HARBOUR PLACE
777 SOUTH HARBOUR ISLAND BOULEVARD
TAMPA, FLORIDA 33602-5799
(813) 223-7000
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock $1.00 par value 135,000 shares (2) (2) $294
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this registration statement also covers any additional shares of
common stock which may be issued in connection with the antidilution
provisions of the Northeast Bancorp 1999 Stock Option Plan. No additional
registration fee is included for these shares.
(2) Under the terms of the stock option plan 135,000 shares of common stock
have been reserved for issuance. Options to purchase 13,500 shares of
common stock at an exercise price of $8.875 per share and 24,000 shares
of common stock at an exercise price of $8.00 per share were issued on
September 17,1999 and December 17, 1999, respectively. As of the date of
this registration statement, 97,500 shares of common stock remain
available for grants under this plan. The offering price of $8.1875 per
share of the remaining 97,500 shares of common stock under the plan not
yet subject of an award, has been provided solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) and was
calculated based on the average of the high and low prices of a share of
Northeast Bancorp common stock, as reported on the American Stock
Exchange on March 2, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 424 under the
Securities Act of 1933, as amended. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed on behalf of Northeast
Bancorp (the "Company"), a Maine corporation (Commission File No. 1-14588), with
the Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
1. The Company's Prospectus filed pursuant to Rule 424(b)(4) on
November 19, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1999 and December 31, 1999, filed on
November 12, 1999 and February 14, 2000, respectively;
3. The Company's Current Report on Form 8-K filed on December 6,
1999; and
4. The description of the Company's common stock, par value $1.00
per share, contained in the Company's Registration Statement
on Form 8-A declared effective on August 17, 1987 and any
amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicate that all securities offered
have been sold or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in any
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 719.1 of the Maine Business Corporation Act ("MBCA") permits a
Maine corporation to indemnify any person who (a) was or is a party or is
threatened to be made a party to any threatened pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or (b) is or was serving at the
request of the corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another entity.
Under the Company's Bylaws, the Company is authorized to indemnify any
persons listed above against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, has no reasonable cause to believe that his or her conduct
was unlawful.
The Company's Bylaws further provide that the Company has the authority
to indemnify any person with respect to any derivative action against expenses
(including attorneys' fees) actually and reasonably incurred by such person,
provided that the person acted under the standards set forth in the preceding
paragraph. However, the Company's Bylaws provide that the Company shall not
indemnify any person with respect to any claim, issue or matter as to which that
person is finally adjudicated to be liable for negligence or misconduct to the
Company unless, and only to the extent that, the court determines that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.
Further, the Company's Bylaws provide that any indemnification made
under the above provisions, unless pursuant to a court determination, may be
made only after a determination that the person to be indemnified has met the
standard of conduct described above. This determination is to be made by a
majority vote of a quorum consisting of disinterested directors, by duly elected
independent legal counsel, or by the shareholders.
In addition, the Company's Bylaws provide that the Company must
indemnify any director, officer, employee or agent of the Company who has been
successful on the merits or otherwise in defense of any civil or criminal
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein. Such person shall be indemnified by the Company against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Expenses incurred by a director, officer, employee or agent of the
Company in defending a civil or criminal proceeding may be paid by the Company
in advance of the final disposition thereof upon receipt by the Company of an
undertaking by or on behalf of such person to repay such amount unless it is
ultimately determined that such person is entitled to be indemnified by the
Company as authorized in its Bylaws.
The Company's Bylaws also provide that the indemnification available
under the Bylaws is not exclusive of any other rights to which a person seeking
indemnification may be entitled under any statute, agreement, vote of
disinterested directors or otherwise, both as to action in such persons'
official capacity and as to action in another capacity while holding such
office, and shall continue as to such person who has
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ceased to be a director, officer, employee or agent of the Company and shall
inure to the benefit of the heirs, executors, and administrators of such person.
Pursuant to Section 719.6 of the MBCA and the Company's Bylaws, the
Company has purchased and maintains insurance on behalf of any person who is or
was a director or officer of the Company against any loss arising from any claim
asserted against any such person and incurred by such person in any such
capacity, subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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4.1 Articles of Incorporation of the Company, as amended on November
10, 1998, incorporated herein by reference to Exhibit 3.1 to the
Company's Form 10-Q for fiscal quarter ended December 31, 1998
previously filed with the Commission.
4.2 Bylaws of the Company, incorporated herein by reference to
Exhibit 3.2 to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-31797) previously
filed with the Commission.
4.3 Northeast Bancorp 1999 Stock Option Plan, dated September 17,
1999, incorporated herein by reference to the Company's Proxy
Statement dated September 28, 1999 previously filed with the
Commission.
5 Opinion of Lipman & Katz, P.A. Re: Legality.*
23.1 Consent of Baker Newman & Noyes LLC.*
23.2 Consent of Lipman & Katz, P.A. (contained in Exhibit 5 to the
Registration Statement).*
24 Power of Attorney (contained in the Signature section of the
Registration Statement).*
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* Exhibit filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 (the "Securities Act");
(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)
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which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(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;
(iv) provided, however, that the undertakings set
forth in paragraphs (a)(1)(i) and (a)(1)(ii) 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 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 should 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 the purposes
of determining any liability under the Securities 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 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 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 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 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, 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 Auburn, State of Maine, on this 29th day of February,
2000.
NORTHEAST BANCORP
By: /s/ JAMES D. DELAMATER
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James D. Delamater
PRESIDENT AND CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints James D. Delamater and John W. Trinward
and each or any one of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all Exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
In accordance with the Securities Act of 1933, this registration
statement has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ JOHN W. TRINWARD Chairman of the Board February 29, 2000
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John W. Trinward
/s/ JAMES D. DELAMATER Director, President and Chief Executive
- ------------------------------------ Officer (Principal Executive Officer) February 29, 2000
James D. Delamater
Director February __, 2000
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John B. Bouchard
/s/ A. WILLIAM CANNAN Director and Executive Vice President February 29, 2000
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A. William Cannan
Director February __, 2000
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Ronald J. Goguen
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/s/ JUDITH W. HAYES Director February 29, 2000
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Judith W. Hayes
/s/ PHILIP C. JACKSON Director and Vice President February 29, 2000
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Philip C. Jackson
/s/ RONALD C. KENDALL Director February 29, 2000
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Ronald C. Kendall
/s/ JOHN ROSMARIN Director February 29, 2000
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John Rosmarin
/s/ JOHN SCHIAVI Director February 29, 2000
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John Schiavi
/s/ STEPHEN W. WIGHT Director February 29, 2000
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Stephen W. Wight
/s/ DENNIS A. WILSON Director February 29, 2000
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Dennis A. Wilson
/s/ RICHARD E. WYMAN, JR. Chief Financial Officer February 29, 2000
- ------------------------------------ (Principal Financial Officer)
Richard E. Wyman, Jr.
</TABLE>
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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4.1 Articles of Incorporation of the Company, as amended on November
10, 1998, incorporated herein by reference to Exhibit 3.1 to the
Company's Form 10-Q for fiscal period ended December 31, 1998
previously filed with the Commission.
4.2 Bylaws of the Company, incorporated herein by reference to
Exhibit 3.2 to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-31797) previously
filed with the Commission.
4.3 Northeast Bancorp 1999 Stock Option Plan, dated September 17,
1999 incorporated herein by reference to the Company's Proxy
Statement dated September 28, 1999 previously filed with the
Commission.
5 Opinion of Lipman & Katz, P.A. Re: Legality.*
23.1 Consent of Baker Newman & Noyes LLC*
23.2 Consent of Lipman & Katz, P.A. (contained in Exhibit 5 to the
Registration Statement).*
24 Power of Attorney (contained in the Signature section of the
Registration Statement).*
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* Exhibit filed herewith.
EXHIBIT 5.1
[LIPMAN & KATZ, P.A. LETTERHEAD]
February 29, 2000
Northeast Bancorp
232 Center Street
Auburn, Maine 04210
Re: Northeast Bancorp
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as limited special corporate counsel to Northeast
Bancorp, a Maine corporation (the "Company"), in connection with the
Registration Statement on Form S-8 (the "Registration Statement") of the Company
to be filed with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the registration of 135,000 shares of the Company's
common stock, $1.00 par value (the "Shares"), to be issued by the Company under
the Northeast Bancorp 1999 Stock Option Plan (the "Plan"). The Plan provides for
the grant of incentive stock options and nonqualified stock options
(collectively, "Options") to employees and directors of the Company and its
subsidiaries, including Northeast Bank, F.S.B., with respect to an aggregate of
135,000 shares of common stock.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, instruments, certificates or comparable documents of public
officials and of officers and representatives of the Company, and other
instruments as we have deemed relevant and necessary as a basis for the opinions
hereinafter expressed, including without limitation, the following: (a) the
Plan, (b) the Articles of Incorporation of the Company, (c) the Bylaws of the
Company, (d) certain resolutions adopted by the Board of Directors of the
Company relating to the approval of the Plan, the reservation of Shares for
issuance thereunder, and related matters, (e) the proxy statement on Schedule
14A as
<PAGE>
Northeast Bancorp
February 29, 2000
Page 2
filed with the Commission on October 4, 1999 and mailed to shareholders of the
Company in connection with the 1999 Annual Meeting of Shareholders relating to,
among other things, the adoption of the Plan, (f) the Inspector of Elections
Report relating to adoption of the Plan by the Company's shareholders at the
Annual Meeting of Shareholders held on November 9, 1999, and (g) the
Registration Statement.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all copies submitted to us as certified, conformed or
photostatic, the authenticity of the originals of such documents, and the
accuracy and completeness of all corporate records made available to us by the
Company. We have also assumed that all agreements and instruments executed by
parties other than the Company are the valid, binding and enforceable
obligations of such parties and that the individuals signing on behalf of such
parties have been duly authorized to execute and deliver such agreements and
instruments. We also have assumed that each award agreement setting forth the
terms of each grant of Options under the Plan will be consistent with the Plan
and will be duly authorized and validly executed and delivered by the parties
thereto, and that the consideration recorded by the Company for the Shares will
be an amount at least equal to par value of the Shares. We have further assumed
that the Shares to be issued under the Plan will be unissued Shares reserved
pursuant to Section 11-2 of the Plan.
Based on the foregoing and in reliance thereon, we are of the opinion
that the Shares have been duly authorized for issuance by the Company and, when
such Shares are issued upon exercise of Options granted pursuant to the actions
of the committee administering the Plan and under the terms and conditions of
the Plan, the Shares will be validly issued, fully paid and nonassessable.
We are aware that we are referred to under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement relating to the
Shares, and we hereby consent to such use of our name in such Prospectus.
LIPMAN & KATZ, P.A.
By: /s/ SUMNER H. LIPMAN
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Sumner H. Lipman
EXHIBIT 23.1
INDEPENDENT ACCOUNTANT'S CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 and related Prospectus pertaining to the
Northeast Bancorp 1999 Stock Option Plan and to the incorporation by reference
therein of our report dated July 30, 1999, with respect to the consolidated
financial statements of Northeast Bancorp for the year ended June 30, 1999
incorporated by reference in the Prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(4) on November 19, 1999.
/s/ BAKER NEWMAN & NOYES
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Portland, Maine Limited Liability Company
March 2, 2000
