As filed with the Securities and Exchange Commission on May 3, 2000
Registration No.333-____
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
and
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRST LITCHFIELD FINANCIAL CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 06-1241321
(State of Incorporation) (IRS Employer Identification No.)
13 NORTH STREET, LITCHFIELD, CONNECTICUT 06759
(860) 567-8752
(Address and telephone number of principal executive offices)
1990 Stock Option Plan for the Company's President and Chief Executive
Officer, as amended
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1994 Stock Option Plan for Officers and Outside Directors
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(Full Title of the Plans)
Jerome J. Whalen, President
First Litchfield Financial Corporation
13 North Street
Litchfield, Connecticut 06759
(860) 567-8752
(Name, address and telephone number for agent for service)
Copy to:
J. J. Cranmore, Esq.
Patricia D. Anderson, Esq.
Cranmore, FitzGerald & Meaney
49 Wethersfield Avenue
Hartford, Connecticut 06114
(860) 522-9100
Approximate date of commencement of proposed sale to the public: Upon exercise
of the options granted under the Plans and from time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / x /
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CALCULATION OF REGISTRATION FEE
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
Title of Each Class of Proposed Maximum Proposed Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered* Per Unit ** Offering Price ** Registration Fee
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C> <C>
Common Stock
Par Value $ .01 145,305 $16.00 $2,324,880 $613.77
- --------------------------- ------------------- ---------------------- ---------------------- ----------------------
</TABLE>
* The aggregate amount of securities registered hereunder is 145,305 shares of
common stock: 43,287 shares have previously been issued by the Registrant
pursuant to two of the Company's stock option plans (the "1990 Stock Option Plan
for the Company's President and Chief Executive Officer, as amended" and the
"1994 Stock Option Plan for Officers and Outside Directors") and 102,018 shares
which may be issued by the Registrant pursuant to the Registrant's 1994 Stock
Option Plan for Officers and Outside Directors. Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended, this Registration Statement covers
such additional shares of common stock to be offered or issued to prevent
dilution as a result of future stock splits, stock dividends or similar
transactions.
<PAGE>
** The fee with respect to 145,305 shares has been calculated pursuant
to paragraphs (h) and (c) of Rule 457 upon the basis of $16.00 per
share, the average of the bid and asked price per share of the
Registrant's common stock on April 28, 2000, a date within five
(5) business days prior to the date of filing of this Registration
Statement, as reported by the Over The Counter Bulletin Board
("OTC Bulletin Board") of the National Association of Securities
Dealers, Inc. ("NASD").
EXPLANATORY NOTE
The Registration Statement contains two parts. The first part contains
a prospectus pursuant to Form S-3 (in accordance with Section C of the General
Instructions to Form S-8) which covers reoffers and resales by affiliates and
non-affiliates of First Litchfield Financial Corporation (the "Registrant") of
shares of common stock of the Registrant which have been previously issued or
will be issued by the Registrant pursuant to the 1990 Stock Option Plan for the
Company's President and Chief Executive Officer, as amended and the 1994 Stock
Option Plan for Officers and Outside Directors. The second part contains
Information Required in the Registration Statement pursuant to Part II of Form
S-8 and certain items from Information Not Required in the prospectus pursuant
to Part II of Form S-3. Pursuant to the introductory Note to Part I of Form S-8,
the Plan Information specified by Part I is not being filed with the Commission.
<PAGE>
PROSPECTUS
145,305 SHARES
FIRST LITCHFIELD FINANCIAL CORPORATION
13 NORTH STREET
LITCHFIELD, CONNECTICUT 06759
COMMON STOCK
17 of our shareholders may offer for sale up to 145,305 shares of our
common stock. The selling shareholders are officers, directors, or former
officers or directors or their successors or assigns who have acquired or will
acquire these shares of the Company's common stock pursuant to the Company's
1994 Stock Option Plan for Officers and Outside Directors or the 1990 Stock
Option Plan for the Company's President and Chief Executive Officer, as amended.
The selling shareholders may offer and sell their shares from time to time in
different types of transactions, including brokerage and negotiated transactions
or otherwise, including transactions at prevailing market prices or at privately
negotiated prices. We will not receive any of the proceeds from the sale of the
shares by the selling shareholders, and we will pay all expenses in connection
with registering these shares. The selling shareholders, however, are
responsible for their brokerage commissions and similar expenses.
Our common stock is traded in the Over-the-Counter or OTC Bulletin
board operated by the National Association of Securities Dealers, under the
symbol "FLFC." The bid and asked prices of our common stock on April 28, 2000
was $15.25 and $16.75 per share, respectively.
PLEASE READ THE RISK FACTORS BEGINNING ON PAGE 2 BEFORE PURCHASING THE
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THESE SECURITIES ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
The date of this prospectus is May 3, 2000.
<PAGE>
TABLE OF CONTENTS
Risk Factors..............................................................2
Cautionary Note Regarding Forward Looking Statements......................3
About First Litchfield Financial Corporation..............................4
Use of Proceeds...........................................................4
Selling Shareholders and Shares that may be Offered.......................5
Plan of Distribution......................................................9
Where You Can Find More Information......................................10
Incorporation of Certain Documents by Reference..........................11
Legal Matters............................................................12
Experts..................................................................12
<PAGE>
RISK FACTORS
An investment in our common stock involves certain risks. To understand
these risks and to evaluate an investment in our common stock, you should read
this entire prospectus, including the following risk factors.
OUR RESULTS OF OPERATIONS ARE SENSITIVE TO CHANGES IN THE INTEREST RATE
ENVIRONMENT
Our consolidated results of operations depend to a large extent on the
level of our net interest income, which is the difference between interest
income from interest-earning assets, such as loans and investments, and interest
expense on interest-bearing liabilities, such as deposits and borrowings. If
interest-rate fluctuations cause our cost of funds to increase faster than the
yield on our interest-bearing assets, our net interest income is likely to
decrease. We measure our interest rate risk with particular emphasis on
measuring changes in the net interest income in different interest rate
environments.
Changes in interest rates may also affect the volume of loans that we
originate, as well as the value of our loans and other interest earning assets
and our ability to realize gains on the sale of such assets and liabilities.
Prevailing interest rates may also affect the extent to which borrowers prepay
their loans. Prepayments may adversely affect the value of mortgage loans, net
interest income and loan servicing income. Similarly, prepayments on mortgaged
backed securities may adversely affect the value of such securities and the
interest income generated by them.
Increases in interest rates might cause depositors to shift funds from
accounts that have a comparatively lower cost, such as regular savings accounts,
to accounts with a higher cost, such as certificates of deposit. If the cost of
deposits increases at a rate greater than yields on interest earning assets
increases, the interest rate spread may be negatively affected. Changes in the
asset and liability mix may also affect the interest rate spread.
We face competition for deposits and loans throughout our market area
both from local institutions and from out of state institutions that either
solicit deposits or maintain offices in our market area. We compete for deposits
primarily with savings institutions, commercial banks, credit unions, money
market funds and other investment alternatives. We believe that our ability to
compete effectively depends largely on our ability to compete with regard to
interest rates, personalized services, quality and range of financial services
provided, convenience of office locations, automated services and office hours.
We compete for loans primarily with savings institutions, mortgage banking
firms, mortgage brokers, commercial banks and insurance companies. We believe
that our ability to compete effectively for loans depends largely on our ability
to compete with regard to interest rates, loan origination fees, quality and
range of lending services provided and our ability to offer personalized
service.
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OUR ABILITY TO PAY DIVIDENDS IS LARGELY DEPENDENT UPON OUR RECEIPT OF DIVIDENDS
FROM THE FIRST NATIONAL BANK OF LITCHFIELD
Cash dividends from The First National Bank of Litchfield are our
principal source of funds for paying cash dividends on the common stock. At
December 31, 1999, the Bank had approximately $3,260,000 of undistributed net
income theoretically available for distribution to the Company as dividends. The
ability of the Bank to declare and pay such dividends is subject to safe and
sound banking practices and applicable law.
FUTURE LEGISLATION AND REGULATORY DEVELOPMENTS COULD EFFECT OUR OPERATIONS
Future legislation or regulatory developments could have an adverse
effect on the Bank. We are registered with the Federal Reserve Board as a bank
holding company. The Bank is also subject to regulation by the Office of the
Comptroller of the Currency as its primary federal supervisory agency, as well
as by the Federal Deposit Insurance Corporation, or FDIC, with respect to
certain matters. The Office of the Comptroller of the Currency and the FDIC have
adopted numerous regulations and undertaken other regulatory initiatives, and
further regulations and initiatives may be adopted.
POSSIBLE FUTURE SALES OF SHARES BY THE SELLING SHAREHOLDERS
The selling shareholders could sell any or all of the common stock they
own upon the effectiveness of the registration statement of which this
prospectus forms a part. The selling shareholders may determine to sell shares
of common stock from time to time for any reason. We cannot predict the effect,
if any, that sales of shares of common stock owned by selling shareholders would
have on the market price prevailing from time to time.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
We have made forward-looking statements in this document, and in
documents that we incorporate by reference. These kinds of statements are
subject to risks and uncertainties. Forward-looking statements include the
information concerning possible or assumed future results of our operations.
When we use words like believes, expects, anticipates or similar expressions, we
are making forward-looking statements.
You should note that many factors, some of which are discussed
elsewhere in this document and in the documents that we incorporate by
reference, could affect our future financial results and could cause those
results to differ materially from those expressed in our forward-looking
statements. These factors include the following:
o the effect of economic conditions;
o deposit attrition;
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o adverse changes in interest rates;
o change in any applicable law, rule, regulation or practice with
respect to tax or accounting issues or otherwise; and
o adverse changes or conditions in capital or financial markets.
The forward-looking statements are made as of the date of this prospectus,
and we assume no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in
the forward-looking statements.
ABOUT FIRST LITCHFIELD FINANCIAL CORPORATION
We are a Delaware corporation and the bank holding company for The First
National Bank of Litchfield, our national bank subsidiary. Both we and The
First National Bank of Litchfield are headquartered in Litchfield,
Connecticut. The First National Bank of Litchfield maintains a home page on
the Internet at http://www.fnbl.com. Deposits at The First National Bank of
Litchfield are insured by the FDIC. Through The First National Bank of
Litchfield, we currently serve customers from 6 banking offices and a Trust
Department in Litchfield County, Connecticut.
We engage in a wide range of commercial and personal banking activities,
including accepting demand deposits, (including Money Market Accounts),
accepting savings and time deposit accounts, making secured and unsecured
loans to corporations, individuals, and others, issuing letters of credit,
originating mortgage loans, and providing personal and corporate trust
services.
At December 31, 1999, we had total consolidated assets of $255,973,790,
total deposits of $197,232,782 and shareholders' equity of $14,926,209.
Our principal executive office is located at 13 North Street, Litchfield,
Connecticut 06759, and our telephone number is (860) 567-8752.
USE OF PROCEEDS
The 145,305 shares of common stock are being offered and sold by the
selling shareholders and not by us. Accordingly, we will not receive any of
the proceeds from the sale of the common stock by the selling shareholders.
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SELLING SHAREHOLDERS AND SHARES THAT MAY BE OFFERED
The following table sets forth the name of the selling shareholder, their
position with the Company, or the Bank if applicable, the amount of common
stock beneficially owned by the selling shareholder as of April 21, 2000,
and the maximum amount of common stock that may be offered by the selling
shareholder pursuant to this prospectus. The data in the column "Common
Stock Beneficially Owned Following the Offering and Percent of Class"
assumes the sale of all shares of common stock by the selling shareholders
pursuant to this prospectus and (if one percent or more) the percentage of
common stock beneficially owned by the selling shareholder following the
offering. The number of shares offered hereby has been adjusted to reflect
stock splits and stock dividends.
<TABLE>
<CAPTION>
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Common Stock
Beneficially Owned
Common Stock Number of Shares following the
Name and Beneficially Offered for Resale Offering and Percent of
Position Owned on Common Stock pursuant to this Class (if greater than
April 21, 2000 (1) Under Option (3) Prospectus 1.0%)
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<S> <C> <C> <C> <C>
Clayton L. Blick
Director of the Company 11,545 (2) 4,232 4,232 (4) 7,313 (5)
and the Bank
Ernest W. Clock
Director of the Company 22,822 (2) 4,232 4,232 (4) 18,590 (5)
and the Bank (1.1%)
Revere H. Ferris 31,345 (2)(6) 7,354 10,121 (23) (4) 12,877 (7)
Senior Vice President
and Senior Loan Officer
of the Bank
John H. Field 7,010 (2) 4,232 4,232 (4) 2,778 (5)
Director of the
Company and the Bank
Bernice D. Fuessenich 9,060 (2) 4,232 4,232 (4) 4,828 (5)
Director of the
Company and the Bank
Perley H. Grimes, Jr. 16,765 (2) 4,232 4,232 (4) 12,533 (5)
Director of the
Company and the Bank
George M. Madsen 13,782 (2) 4,232 4,232 (4) 9,550 (5)
Director of the
Company and the Bank
Charles E. Orr 12,053 (2) 4,232 4,232 (4) 7,821 (5)
Director of the
Company and the Bank
</TABLE>
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<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
Common Stock Number of Shares following the
Name and Beneficially Offered for Resale Offering and Percent of
Position Owned on Common Stock pursuant to this Class (if greater than
April 21, 2000 (1) Under Option (3) Prospectus 1.0%)
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<S> <C> <C> <C> <C>
William J. Sweetman 90,867 (2) 4,232 16,680 (8) 74,187 (9)
Director of the (4.5%)
Company and the Bank
Thomas A. Kendall 552 0 500 (10) 52 (11)
Director of the
Company and the Bank
Patricia D. Werner 3,298 (2) 2,948 2,948 (4) 350 (5)
Director of the
Company and the Bank
Jerome J. Whalen 42,602 (2) 26,581 42,129 (12) 473 (13)
President, Chief Executive
Officer and
Director of the Company
and the Bank
Carroll A. Pereira 14,233 (2) 14,042 14,042 (9) 191 (5)
Treasurer of the Company
and Senior Vice President
and Chief Financial
Officer of the Bank
Philip G. Samponaro 18,919 (2) 17,237 17,237 (4) 1,682 (5)
Secretary of the Company
and Senior Vice President,
Chief Administrative Officer,
Cashier and Secretary of
the Bank
Jean D.Ferris Trust (14) 8,147 0 6,100 (17) 2,047 (19)
Gail E. Ferris Trust (15) 3,915 0 2,247 (18) 1,668 (20)
Miles C. Borzilleri (16) 3,739 0 3,677 (21) 62 (22)
</TABLE>
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1. The definition of beneficial owner includes any person who,
directly or indirectly, through any contract, agreement or
understanding, relationship or otherwise has or shares voting power
or investment power with respect to such security.
2. Amount includes shares which the selling shareholder has the right
to acquire pursuant to stock options currently exercisable under
the 1994 Stock Option Plan for Officers and Outside Directors. The
number of options has been adjusted to reflect stock splits and
stock dividends.
<PAGE>
3. Indicates shares which the selling shareholder has the right to
acquire pursuant to stock options currently exercisable under the
1994 Stock Option Plan for Officers and Outside Directors. The
number of options has been adjusted to reflect stock splits and
stock dividends.
Footnotes continue on next page
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<PAGE>
4. Assumes exercise of all options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors, the offering of all shares
issued on such exercise, and sale of such shares.
5. Assumes exercise of all options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors, the offering of all shares
issued on such exercise, and sale of such shares.
6. Amount includes 12,062 shares owned by the Gail E. Ferris and Jean
D. Ferris Trusts. Mr. Ferris serves as Trustee of such Trusts. See
Footnotes 14 and 15.
7. Assumes exercise of all options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors, the offering of all shares
issued on such exercise, and sale of such shares. Additionally,
this amount assumes that all shares which have been acquired
pursuant to the 1994 Stock Option Plan for Officers and Outside
Directors are sold by the selling shareholder. Assumes that all
shares which have been acquired from the Company's President and
Chief Executive Officer pursuant to his exercise of options under
the Company's 1990 Stock Option Plan for the Company's President
and Chief Executive Officer, as amended, are sold by the selling
shareholder. Finally, this amount assumes that all shares offered
hereby by the Jean D. Ferris Trust and the Gail E. Ferris Trust are
sold by the selling shareholders. See Footnotes 14, 15, 17-20
below.
8. Includes 9,500 shares which the selling shareholder has acquired
from the Company's President and Chief Executive Officer pursuant
to his exercise of options under the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended. Additionally, amount includes 2,948 shares which the
selling shareholder has acquired from a former director of the
Company pursuant to the exercise of options in accordance with the
1994 Stock Option Plan for Officers and Outside Directors. Finally,
amount includes 4,232 shares which the selling shareholder has the
right to acquire pursuant to stock options currently exercisable
under the 1994 Stock Option Plan for Officers and Outside
Directors.
9. Assumes exercise of all options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors, the offering of all shares
issued on such exercise, and the sale of such shares. Additionally,
this assumes that all shares which have been acquired pursuant to
the Plans are sold by the selling shareholder.
10. Indicates shares which the selling shareholder has acquired from
the Company's President and Chief Executive officer pursuant to his
exercise of options under the Company's 1990 Stock Option Plan for
the Company's President and Chief Executive Officer, as amended.
11. This amount assumes that all shares which have been acquired from
the Company's President and Chief Executive Officer pursuant to the
exercise of options pursuant to the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended, are sold by the selling shareholder.
12. Includes 15,548 shares which the selling shareholder has acquired
pursuant to the exercise of options in accordance with the 1990
Stock Option Plan for the Company's President and Chief Executive
Officer, as amended. Amount includes 26,581 which the selling
shareholder has the right to acquire pursuant to stock options
currently exercisable under the 1994 Stock Option Plan for Officers
and Outside Directors.
13. Assumes exercise of all options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors and offering of all shares
issued on such exercise. Additionally, this amount assumes that all
shares which have been acquired pursuant to the Company's 1990
Stock Option Plan for the Company's President and Chief Executive
Officer, as amended are sold by the selling shareholder.
<PAGE>
14. Revere H. Ferris, Senior Vice President and Senior Loan Officer of
The First National Bank of Litchfield serves as Trustee of the Jean
D. Ferris Trust.
15. Revere H. Ferris, Senior Vice President and Senior Loan Officer of
The First National Bank of Litchfield serves as Trustee of the Gail
E. Ferris Trust.
16. Miles C. Borzilleri formerly served as Senior Vice President and
Senior Trust Officer of The First National Bank of Litchfield.
17. Includes 4,000 shares which the selling shareholder has acquired
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from the Company's President and Chief Executive Officer pursuant
to his exercise of options under the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended. Additionally, amount includes 2,100 shares which the
selling shareholder has acquired from a former officer of the
Company pursuant to the exercise of options in accordance with the
1994 Stock Option Plan for Officers and Outside Directors.
Footnotes continued on next page
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18. Includes 1,000 shares which the selling shareholder has acquired
from the Company's President and Chief Executive Officer pursuant
to his exercise of options under the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended. Additionally, amount includes 1,247 shares which the
selling shareholder has acquired from a former officer of the
Company pursuant to the exercise of options in accordance with the
1994 Stock Option Plan for Officers and Outside Directors.
19. This amount assumes that all shares which have been acquired from
the Company's President and Chief Executive Officer pursuant to his
exercise of options pursuant to the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended and the 1994 Stock Option Plan for Officers and Outside
Directors are sold by the selling shareholder.
20. This amount assumes that all shares which have been acquired from
the Company's President and Chief Executive Officer pursuant to his
exercise of options pursuant to the Company's 1990 Stock Option
Plan for the Company's President and Chief Executive Officer, as
amended and the 1994 Stock Option Plan for Officers and Outside
Directors are sold by the selling shareholder.
21. Indicates shares which the selling shareholder has acquired
pursuant to the 1994 Stock Option Plan for Officers and Outside
Directors.
22. The amount assumes that all shares which have been acquired
pursuant to the 1994 Stock Option Plan for Officers and Outside
Directors are sold by the selling shareholder.
23. Includes 2,767 shares which the selling shareholder has acquired
from a former officer of the Company pursuant to the exercise of
options in accordance with the 1994 Stock Option Plan for Officers
and Outside Directors. Additionally, this amount assumes the
exercise of all 7,354 options pursuant to the 1994 Stock Option
Plan for Officers and Outside Directors, the offering of all shares
issued on such exercise, and sale of such shares.
PLAN OF DISTRIBUTION
We are registering the shares covered by this prospectus on behalf of
the selling shareholders. All costs, expenses and fees in connection with the
registration of these shares will be paid by us. Brokerage commissions, if any,
attributable to the sale of these shares will be paid by the selling
shareholders or their donees or pledges. Sale of these shares may be effected
from time to time in transactions (which may include block transactions) on the
NASD's OTC Bulletin Board in the over-the-counter market or otherwise, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, or
at negotiated or other prices. The Company will supply the selling shareholders
with reasonable quantities of prospectuses. There can be no assurances that any
of the selling shareholders will exercise their options to purchase any shares
or that, if purchased, the selling shareholders will sell any or all of the
shares offered by them pursuant to this prospectus.
Under the 1990 Stock Option Plan for the Company's President and Chief
Executive Officer, as amended, all options have been granted and exercised and
no further options are available for grant under that plan. Under the 1994 Stock
Option Plan for Officers and Outside Directors, a total of 102,018 options are
exercisable at exercise prices per share ranging from $6.43 to $17.62. No
further options are available for grant under that plan.
The selling shareholders may also sell these shares pursuant to Rule
144 promulgated under the Securities Act of 1933, as amended, or may pledge
shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts. We are not aware of any agreements,
understandings or arrangements between the selling shareholders or any
underwriters or broker-dealers regarding the sale of their securities. The
selling shareholders may effect such transactions by selling common stock
directly to purchasers or to or through broker-dealers which may act as agents
or principals. These broker-dealers may receive compensation in the form of
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discounts, concessions or commissions from each selling shareholder and/or the
purchasers of the shares for whom the broker-dealers may act as agents or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of commissions).
The selling shareholders and any broker-dealers that act in connection
with the sale of the shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act and any commission received by
them and any profit on the resale of the shares of common stock as principal
might be deemed to be underwriting discounts and commissions under the
Securities Act. The selling shareholders may or may not agree to indemnify any
agent, dealer or broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act. Liabilities under the federal securities laws cannot be
waived. Because the selling shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to prospectus delivery requirements under the
Securities Act. Furthermore, in the event of a "distribution" of the shares, the
selling shareholder, any selling broker or dealer and any "affiliated
purchasers" may be subject to Regulation M under the Exchange Act. Such
regulation would prohibit, with certain exceptions, any such person from bidding
for or purchasing any security which is the subject of the distribution until
his, her or its participation in that distribution is completed. In addition,
Regulation M prohibits any "stabilizing purchase" for the purpose of pegging,
fixing or stabilizing the price of common stock in connection with this
offering.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Securities and
Exchange Act of 1934, as amended. Accordingly, we are required to file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission.
You may read and copy any reports, statements and other information that we
file with the SEC at the SEC's Public Reference Room at:
450 Fifth Street, N.W.
Washington, D.C. 20549
1-800-SEC-0330
The SEC maintains an Internet site (http://www.sec.gov) that contains
reports, proxy information statements and other information about issuers that
file electronically with the SEC.
We have filed a registration statement on Form S-8 and S-3 with the SEC
under the Securities Act that relates to the 145,305 shares of common stock
offered pursuant to this prospectus, which is part of the registration
statement. As permitted by the rules and regulations of the SEC, this prospectus
omits certain information set forth in the registration statement. Statements
contained in this prospectus as to the provisions of any document filed as an
exhibit to the registration statement or otherwise filed with the SEC are not
necessarily complete and each such statement is qualified in its entirety by
reference to the copy of such document as so filed. Copies of the registration
statement and the exhibits thereto are on file at the offices of the SEC and may
be obtained upon payment of the prescribed fee or may be examined without charge
at the public reference facilities or Internet site of the SEC as described
above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus. That means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
that we incorporate by reference is considered a part of this prospectus, except
for any information superceded by information presented in this prospectus. This
prospectus incorporates important business and financial information about us
and our subsidiary that is not included in or delivered with this prospectus.
This prospectus incorporates by reference the documents listed below that we
have filed with the SEC:
FILINGS PERIOD OF REPORT OR DATE FILED
------- ------------------------------
Registration Statement on Form 10-SB January 7, 2000
Annual Report on Form 10-KSB March 6, 2000
This prospectus also incorporates by reference the description of the
Company's common stock contained in its registration statement on Form 10-SB
dated January 7, 2000, and any amendment or report filed for the purpose of
updating such description.
These documents are available without charge to you if you call or
write to:
Carroll A. Pereira
Treasurer of First Litchfield Financial Corporation,
Senior Vice President and Chief Financial Officer
of The First National Bank of Litchfield
13 North Street
Litchfield, CT 06759
All reports and other documents filed by us with the SEC pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the effective date of
the registration statement and prior to the termination of this offering shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such reports and documents. Any statement contained in a
document incorporated by reference herein shall be deemed modified or superseded
for purposes of this prospectus to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone to
provide you with information that is different, and, if given or made, such
information must be not be relied upon as having been authorized by us. Neither
the delivery of this prospectus at any time nor any sale made hereunder shall,
under any circumstances, imply that the information in this prospectus is
11
<PAGE>
correct as of any date after the date on the front of this prospectus. This
prospectus shall not constitute an offer to sell or solicitation of an offer to
buy by any person in any jurisdiction in which it is unlawful for such person to
make such offer or solicitation.
LEGAL MATTERS
Cranmore, FitzGerald & Meaney, Hartford, Connecticut, has passed upon
the validity of the common stock offered pursuant to this prospectus.
EXPERTS
The consolidated financial statements at December 31, 1999, 1998, and
1997, and for each of the years in the three year period ended December 31,
1999, have been incorporated by reference in this prospectus and in the
registration statement in reliance upon the reports of McGladrey & Pullen, LLP,
independent certified public accountants, which are incorporated by reference in
this prospectus and in the registration statement and are included in reliance
upon such reports, and upon the authority of said Firm as experts in accounting
and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 0-28815) pursuant to the Securities Exchange Act
of 1934 ("Exchange Act") are incorporated in this Registration Statement by
reference:
(i) The Company's Registration Statement on Form 10-SB filed on
January 7, 2000.
(ii) The Company's Annual Report on Form 10-KSB filed on March 6,
2000.
(iii) The description of the Company's common stock contained in its
Registration Statement on Form 10-SB filed on January 7, 2000,
and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section 13,
14 or 15(d) of the Exchange Act prior to the filing by the Company of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to 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 herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
12
<PAGE>
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF 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, the Company has been advised that in the opinion of the SEC 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
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 and will be governed by the final
adjudication of such issue.
Delaware law and the Company's Certificate of Incorporation authorize
the Company to indemnify Officers, Directors and certain individuals associated
with the Company. In general, Article IX of the Company's Certificate of
Incorporation authorizes the Company toindemnify any person who was or is a
party to any threatened, pending or completed action, suit or proceeding, and
any appeal therein, whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that he is or was a director, officer, trustee, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, trustee, employee or agent of another company, association,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, penalties and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, and any appeal therein, 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 Company, 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 or she reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, that he or she had reasonable cause to believe that his or
her conduct was unlawful.
13
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Prior to the effectiveness of the initial filing of this Registration
Statement, shares of the Company's common stock were issued by the Company to
shareholders (each of whom was an executive officer or director of the Company,
or the estate of such persons) in transactions not involving a public offering,
and such offers and sales were therefore exempt pursuant to the provision of
Section 4(2) under the Act.
Item 8. EXHIBITS
Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference:
3.1 Certificate of Incorporation of First Litchfield Financial
Corporation (incorporated by reference to Exhibit 3.1 of First
Litchfield Financial Corporation's Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on
January 7, 2000, File No. 0-28815).
3.2 Bylaws of First Litchfield Financial Corporation (incorporated
herein by reference to Exhibit 3.2 of First Litchfield Financial
Corporation's Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on January 7, 2000, File No.
0-28815).
4. Form of stock certificate of common stock, par value $.01 per
share, of First Litchfield Financial Corporation (incorporated
herein by reference to Exhibit 4 to First Litchfield Financial
Corporation's Registration Statement on Form 10-SB filed with the
Securities and Exchange Commission on January 7, 2000, File No.
0-28815).
5. Opinion of Cranmore, FitzGerald & Meaney.
10.1 1990 Stock Option Plan for Company's President and Chief
Executive Officer, as amended (incorporated by reference to
Exhibit 10.1 of First Litchfield Financial Corporation's
Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on January 7, 2000, File No. 0-28815).
10.2 1994 Stock Option Plan for Officers and Outside Directors
(incorporated by reference to Exhibit 10.1 of First Litchfield
Financial Corporation's Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on January 7,
2000, File No. 0-28815).
23.1 Consent of McGladrey & Pullen, LLP.
14
<PAGE>
23.2 Consent of Cranmore, FitzGerald & Meaney (included in Exhibit 5).
24. Power of Attorney (included on Signature Page).
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to 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;
(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;
(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.
(4) 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) of 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.
15
<PAGE>
(5) 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 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 of controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer of controlling
person in connection with the securities being registered, the
registrant will submit to a court of appropriate jurisdiction the
question of 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.
16
<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 Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Litchfield, State of Connecticut, on April 26,
2000.
FIRST LITCHFIELD FINANCIAL CORPORATION
By: /s/ Jerome J. Whalen
-----------------------
Jerome J. Whalen
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of First Litchfield
Financial Corporation, do hereby severally constitute and appoint Jerome J.
Whalen our true and lawful attorney and agent, to do any and all things and acts
in our names in the capacities indicated below and to execute any and all
instruments for us and in our names in capacities indicated below which said
Jerome J. Whalen may deem necessary or advisable to enable First Litchfield
Financial Corporation to comply with the Securities Act of 1933, as amended,
andany rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the Registration Statement on Form S-8 and S-3
relating to the offering of the Company's common stock, including specifically,
but not limited to, power and authority to sign for us or any of us in our names
in the capacities indicated below the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Jerome J. Whalen shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Jerome J. Whalen President,Chief Executive 4/26/2000
- ------------------------ Officer and Director
Jerome J. Whalen
/s/ Carroll A. Pereira
- ------------------------
Carroll A. Pereira Treasurer 4/26/2000
(Principal Accounting Officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Clayton L. Blick Director 4/26/2000
- -----------------------
Clayton L. Blick
/s/ Ernest W. Clock Director 4/26/2000
- -------------------------
Ernest W. Clock
/s/ John H. Field Director 4/26/2000
- -----------------------------
John H. Field
/s/ Bernice D.Fuessenich Director 4/26/2000
- -------------------------------
Bernice D. Fuessenich
/s/ Perley H. Grimes, Jr. Director 4/26/2000
- ---------------------------
Perley H. Grimes, Jr.
/s/ Thomas A. Kendall Director 4/26/2000
- -----------------------------
Thomas A. Kendall
/s/ George M. Madsen Director 4/26/2000
- ----------------------------
George M. Madsen
/s/ Charles E. Orr Director 4/26/2000
- ------------------------------
Charles E. Orr
/s/ William J. Sweetman Director 4/26/2000
- -----------------------
William J. Sweetman
/s/ H. Ray Underwood Director 4/26/2000
- ----------------------
H. Ray Underwood
/s/ Patricia D. Werner Director 4/26/2000
- -------------------------
Patricia D. Werner
Exhibit 5
May 3, 2000
The Board of Directors
First Litchfield Financial Corporation
13 North Street
Litchfield, CT 06759
Re: Registration Statement on Form S-8/S-3
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration Statement on
Form S-8/S-3 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on
behalf of First Litchfield Financial Corporation, a Delaware corporation (the
"Company"), relating to (1) 43,287 shares of the Company's Common Stock, $.01
par value per share, previously issued by the Company to the Company's executive
officers and directors pursuant to two of the Company's stock option plans [(the
"1990 Stock Option Plan for the Company's President and Chief Executive Officer,
as amended" (the "1990 Plan") and the "1994 Stock Option Plan for Officers and
Outside Directors" (the "1994 Plan")] (the "Previously Issued Shares"); and the
potential reoffer and resale of such shares by the Company's current and former
executive officers, directors and their transferees, the selling shareholders
listed therein, and (2) with respect to the issuance by the Company of up to
102,018 shares of Common Stock to be issued under the 1994 Plan and the
potential reoffer and resale of such shares by the selling shareholders listed
therein. As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of rendering this opinion. We express no opinion
herein as to any laws other than General Corporate Law of the State of Delaware
and the Federal Laws of the United States.
In our examination described in the preceding paragraph, we have assumed the
genuineness of all signatures, the authority of all documents submitted to us as
originals, the conformity to the corresponding originals of all documents
submitted to us as copies, the authenticity of the originals of such copies, and
the accuracy and completeness of all corporate records made available to us by
the Company.
<PAGE>
Based upon and subject to the forgoing, we advise you that, in our opinion, all
necessary corporate proceedings by the Company have been duly taken to authorize
the issuance of the shares to the selling shareholders pursuant to the 1990 Plan
and the 1994 Plan of the Previously Issued Shares and that said shares have been
duly authorized, validly issued, fully paid and non-assessable, and that the
shares to be issued pursuant to the 1994 Plan, when issued and paid for under
the 1994 Plan in accordance with the terms of the 1994 Plan, will be duly
authorized, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the heading "Legal
Matters" therein. In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities Exchange Commission promulgated hereunder. This opinion is being
furnished to you solely for the forgoing use and, other then in connection with
such use, is not to be disseminated, reproduced or published in any form, used
for any other purpose or relied upon by any other person or entity without our
prior written consent.
Sincerely,
/s/ Cranmore, FitzGerald & Meaney
------------------------------------
CRANMORE, FITZGERALD & MEANEY
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 and Form S-3 of (i) our report dated February 29, 2000
which appears on page F-1 of the Annual Report on Form 10-KSB of First
Litchfield Financial Corporation and Subsidiary for the year ended December 31,
1999, and (ii) our report dated February 5, 1999, except with regard to Note 6
as to which the date is November 24, 1999, which appears on page F-1 of the
Registration Statement on Form 10-SB of First Litchfield Financial Corporation
and Subsidiary filed on January 7, 2000. We also consent to the reference to our
Firm under the caption "Experts" in the Registration Statement on Form S-8 and
Form S-3.
/s/ McGladrey & Pullen LLP
---------------------------
MCGLADREY & PULLEN LLP
New Haven, Connecticut
May 3, 2000
