AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DIME FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-1237470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
95 BARNES ROAD
WALLINGFORD, CONNECTICUT 06492
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DIME FINANCIAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
DIME FINANCIAL CORPORATION
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Titles of the Plans)
ELEANOR M. TOLLA, SECRETARY
DIME FINANCIAL CORPORATION
95 BARNES ROAD
WALLINGFORD, CONNECTICUT 06492
(203) 269-8881
(Telephone number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement
when warranted by market conditions and other factors.
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, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be |Amount to be |Proposed Maximum Offering |Proposed Maximum Aggregate Amount of
Registered |Registered(2) | Price Per Unit(1) | Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
|Common Stock, $1.00 par value |500,000 shares | $13.625 | $6,812,500 | $2,349.14
</TABLE>
(1) For purposes of Rule 457(c), the date specified for determining the
average of the high and low prices reported in the consolidated
reporting system is May 29, 1996.
(2) Up to 390,000 shares may be issued under the Dime Financial Corporation
1996 Stock Option and Incentive Plan and up to 110,000 shares may be
issued under the Dime Financial Corporation 1996 Stock Option Plan for
Outside Directors.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to shares of common stock, $1.00
par value (the "Common Stock"), of Dime Financial Corporation (the "Company")
to be issued upon the exercise of options granted pursuant to the Dime
Financial Corporation 1996 Stock Option and Incentive Plan (the "Incentive
Plan") and the Dime Financial Corporation 1996 Stock Option Plan For Outside
Directors (the "Directors Plan") (the Incentive Plan and the Directors Plan,
together, the "Plans") to eligible participants in the Plans. An aggregate of
up to 390,000 shares of Common Stock may be issued upon the exercise of options
granted pursuant to the Incentive Plan, subject to adjustment as provided in
the Incentive Plan. An aggregate of up to 110,000 shares of Common Stock may
be issued upon the exercise of options granted pursuant to the Directors Plan,
subject to adjustment as provided in the Directors Plan.
EXPERTS
The consolidated financial statements of Dime Financial Corporation as
of December 31, 1995 and 1994, and for each of the years in the three-year
period ended December 31, 1995, incorporated by reference in this Registration
Statement, have been so incorporated in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, and upon the authority
of said firm as experts in accounting and auditing. The report of KPMG Peat
Marwick LLP covering the aforementioned consolidated financial statements
refers to changes in the methods of accounting for investment securities in
1994, and postretirement benefits other than pensions and income taxes in 1993.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's current report on Form 8-K dated January 18, 1996;
(c) The Company's quarterly report on Form 10-Q for the quarter ended March
31, 1996;
(d) The description of the Company's Common Stock which is contained in its
registration statement filed under the 1934 Act, and any amendment or report
filed under the 1934 Act for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
This Item is not applicable to the securities to be registered hereby.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock is being passed on for the Company by
Day, Berry & Howard, CityPlace I, Hartford, Connecticut.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Connecticut corporation. Section 33-320a of the
Connecticut General Statutes ("C.G.S.") provides that a Connecticut corporation
shall, under certain circumstances, indemnify its directors, officers,
employees, agents and certain other persons.
Subsection (b) of C.G.S. Section 33-320a provides that a corporation
shall indemnify any shareholder, director, officer, employee or agent of the
corporation or an eligible outside party, 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), against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
(including attorneys' fees) actually incurred by such person in connection with
such action, suit or proceeding provided (1) that such person was successful on
the merits in the defense of such action, suit or proceeding, or (2) that it
shall be concluded that such person acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, provided that such person had no
reason to believe his conduct was unlawful, or (3) that a court shall have
determined that in view of all the circumstances, such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine; except that, in connection with an alleged claim based upon
the purchase or sale of securities, the corporation shall only indemnify such
person after a court shall have determined that in view of all the
circumstances, he is fairly and reasonably entitled to be indemnified, and then
for such amount as the court shall determine.
Subsection (c) of C.G.S. Section 33-320a provides that, where a
shareholder, director, officer, employee or agent of the corporation was or is
a party or was threatened to be made a party to a proceeding by or in the
right of the corporation, the corporation shall indemnify him against
reasonable expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the proceeding or any appeal therein in
relation to matters as to which he is finally adjudged not to have breached his
duty to the corporation. The corporation shall also indemnify a shareholder,
director, officer, employee or agent of the corporation if a court determines
that in view of all the circumstances, such person is fairly and reasonably
entitled to be indemnified; however, in such a situation, the individual shall
only be indemnified for such amount as the court determines to be appropriate.
Furthermore, the statute provides that the corporation shall not indemnify such
person for amounts paid to the corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a threatened or pending action,
with or without court approval, or for expenses incurred in defending a
threatened action or a pending action which is settled or otherwise disposed of
without court approval.
C.G.S. Section 33-320a is an exclusive statute. A corporation cannot
indemnify a shareholder, director, officer, employee or agent of the
corporation to an extent either greater or less than that authorized by the
statute; provided, however, that the statute specifically authorizes a
corporation to procure insurance providing greater indemnification rights than
those set out in C.G.S. Section 33-320a.
Consistent with the statute, the Company has obtained insurance for its
directors and officers which supplements the indemnification rights provided to
those individuals by C.G.S. Section 33-320a. Unlike the statute, such a policy
does not require an after-the-fact determination of good faith in order for the
insured director or officer to receive the benefits provided under the policy
nor does it require affirmative judicial or corporate action as a prerequisite
to the insurance company's duty to pay for the defense of the insured director
or officer under the policy. Furthermore, the insurance policy covers
directors and officers for any acts not specifically excluded for which the
director or officer is not eligible for indemnification under C.G.S. Section
33-320a to the extent such coverage does not violate public policy.
Article Eighteenth of the Company's Certificate of Incorporation, as
amended (the "Certificate of Incorporation") limits the personal liability of
directors for monetary damages to the corporation and its shareholders for a
breach of duty as a director to the amount of the compensation received by the
director for serving the corporation during the year of the alleged breach of
duty, with certain exceptions set forth therein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
This Item is not applicable to the securities to be registered hereby.
ITEM 8. EXHIBITS
Exhibit No. Description
4.1 Dime Financial Corporation 1996 Stock Option and
Incentive Plan.
4.2 Dime Financial Corporation 1996 Stock Option
Plan For Outside Directors.
4.3 Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (No. 33-230504)
filed on July 9, 1988); Amendment to Certificate
of Incorporation (Incorporated by reference to
Exhibit 3.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1990).
4.4 By-Laws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form S-4 (No. 33-230504) filed on
July 9, 1988).
5 Opinion of Counsel as to the legality of the
securities being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (See Exhibit 5).
24 Power of Attorney (See signature page).
ITEM 9. UNDERTAKINGS
A. Undertaking to Update Annually
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
plans of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraph (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. Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference
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 Section 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. Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons.
Insofar as indemnification for liability 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 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 Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Wallingford, State of Connecticut, on May 23,
1996.
DIME FINANCIAL CORPORATION
By: /s/
Name: Richard H. Dionne
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby constitutes Richard H. Dionne and Eleanor M. Tolla and each of
them singly, such person's true and lawful attorneys, with full power to them
and each of them to sign for such person and in such person's name and capacity
indicated below any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.
Signature Title Date
/s/ Chairman of the Board of Directors May 23, 1996
Ralph D. Lukens
/s/ President, Chief Executive Officer and May 23, 1996
Richard H. Dionne Director (Principal Executive Officer)
/s/ Senior Vice President and Chief Financial May 23, 1996
Albert E. Fiacre, Jr. Officer (Principal Financial
and Accounting Officer)
/s/ Vice President and Comptroller May 23, 1996
Robert P. Simon
/s/ Director May 23, 1996
Gary O. Olson
Director May , 1996
Fred A. Valenti
/s/ Director May 24, 1996
Rosalind F. Gallagher
/s/ Director May , 1996
Robert Nicoletti
Director May , 1996
M. Joseph Canavan
/s/ Director May 23, 1996
William J. Farrell
Director May , 1996
Richard D. Stapleton
Director May , 1996
Theodore H. Horwitz
(A majority of the Board of Directors)
EXHIBIT INDEX
Exhibit No. Description Location
4.1 Dime Financial Corporation 1996 Stock Filed Herewith
Option and Incentive Plan.
4.2 Dime Financial Corporation 1996 Stock Filed Herewith
Option Plan For Outside Directors.
4.3 Certificate of Incorporation. Incorporated by
reference to Exhibit 3.1
to the Company's
Registration Statement on
Form S-4 (No. 33-230504)
filed on July 9, 1988
4.3 Amendment to Certificate
of Incorporation. Incorporated by
reference to
Exhibit 3.1 of the
Company's Annual Report
on Form 10-K for the year
ended December 31, 1990
4.4 By-Laws of the Company. Incorporated by
reference
to Exhibit 3.2 to the
Company's Registration
Statement on Form S-4
(No. 33-230504) filed on
July 9, 1988
5 Opinion of Counsel as to the legality Filed Herewith
of the securities being registered.
23.1 Consent of Independent Auditors. Filed Herewith
23.2 Consent of Counsel. See Exhibit 5
24 Power of Attorney Included as part of
signature page.
EXHIBIT 4.1
AS ADOPTED
December 12, 1995
DIME FINANCIAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN
I. GENERAL
1. Purpose. This 1996 Stock Option and Incentive Plan (the "Plan") of
Dime Financial Corporation (the "Company") is intended to advance the
interests of the Company by providing certain employees with an
additional incentive, encouraging stock ownership by such employees,
increasing their proprietary interest in the success of the Company
and encouraging them to remain employees.
2. Definitions. Whenever used herein, the following terms shall have the
meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
(c) "Committee" means the Stock Option Committee appointed by the
Board to administer this Plan pursuant to Section 3 hereof.
(d) "Dime Group" means the Company, a parent corporation or
subsidiary corporation of the Company, or a corporation, or a
parent corporation or subsidiary corporation of such
corporation, issuing or assuming an Option in a transaction of
the type described in Section 425(a) of the Code. The terms
"parent corporation" and "subsidiary corporation" shall have the
meanings assigned to such terms by Section 425 of the Code.
(e) "Disability" means a permanent and total disability as defined
in Section 422(c)(6) of the Code.
(f) "Fair Market Value" means last reported sales price for the
Shares as reported on the NASDAQ National Market System on the
date as of which the determination is made (or if no trading
occurred on that date, on the next preceding date on which there
was trading), as made available for publication by the National
Association of Securities Dealers Automated Quotation System, or
if no such prices are available, the fair market value as
determined by rules to be adopted by the Committee.
(g) "Incentive Stock Option" means an Option granted pursuant to the
Incentive Stock Option provisions as set forth in Part II of
this Plan.
(h) "Nonqualified Stock Option" means an Option granted pursuant to
the Nonqualified Stock Option provisions as set forth in Part
III of this Plan.
(i) "Option" means an option to purchase shares under this Plan.
(j) "Participant" means an individual to whom an Option is granted
under this Plan.
(k) "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act
of 1934, and as such Rule may be hereafter amended.
(l) "Shares" means shares of the Company's common stock.
3. Administration. This Plan shall be administered by a Stock Option
Committee appointed by the Board. The Committee shall consist of at
least three individuals, each of whom is a disinterested person as
defined in Rule 16b-3. The Board, at its pleasure, may remove
members from or add members to the Committee. A majority of Committee
members shall constitute a quorum of members, and the actions of the
majority shall be final and binding on the whole Committee.
In addition to the other powers granted to the Committee under this
Plan, the Committee shall have the power, subject to the terms of this
Plan: (i) to determine which of the eligible employees shall be
granted Options; (ii) to determine the time or times when Options shall
be granted and to determine the number of Shares subject to each
Option; (iii) to grant Options; (iv) to accelerate or extend (except
for Incentive Stock Options) the date on which a previously granted
Option may be exercised; (v) to prescribe the form of agreement
evidencing Options granted pursuant to this Plan; and (vi) to construe
and interpret this Plan and the agreements evidencing Options granted
pursuant to this Plan, and to make all other determinations and take
all other actions necessary or advisable for the administration of this
Plan.
4. Eligibility. The individuals who shall be eligible to receive Options
shall be such full-time employees employed by a member of the Dime
Group as shall be selected by the Committee. Participants chosen to
participate under this Plan may be granted an Incentive Stock Option, a
Nonqualified Stock Option, or any combination thereof.
5. Shares Subject to This Plan. The Shares subject to Options shall be
either authorized and unissued Shares or treasury Shares. The
aggregate number of Shares which may be issued pursuant to this Plan
shall be 390,000. Except as provided below, if an Option shall expire
and terminate for any reason, in whole or in part, without being
exercised, the number of Shares as to which such expired or terminated
Option shall not have been exercised may again become available for the
grant of Options.
6. No Tandem Options. There shall be no terms and conditions under an
Option which provide that the exercise of an Incentive Stock Option
reduces the number of Shares for which a Nonqualified Stock Option may
be exercised; and there shall be no terms and conditions under an
Option which provide that the exercise of a Nonqualified Stock
Option reduces the number of Shares for which an Incentive Stock Option
may be exercised.
II. INCENTIVE STOCK OPTION PROVISIONS
1. Grant of Incentive Stock Options. Subject to the provisions of this
Part II, the Committee shall from time to time determine those
individuals eligible pursuant to Section 4 of Part I to whom Incentive
Stock Options shall be granted and the number of Shares subject to,
and terms and conditions of, such Options. The aggregate option price
of incentive stock options (as defined in Section 422 of the Code)
granted to an individual (under all plans of the Dime Group) which are
exercisable for the first time in a calendar year shall not exceed
$100,000. Anything herein to the contrary notwithstanding, no
Incentive Stock Option shall be granted to an employee if, at the time
the Incentive Stock Option is granted, such employee owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of any member of the Dime Group unless the option
price is at least 110% of the Fair Market Value of the Shares subject
to the Incentive Stock Option at the time the Incentive Stock Option is
granted and the Incentive Stock Option is not exercisable after the
expiration of five (5) years from the date the Incentive Stock Option
is granted.
2. Terms and Conditions of Incentive Stock Options. Each Incentive Stock
Option shall be evidenced by an option agreement which shall be in such
form as the Committee shall from time to time approve, and which shall
comply with and be subject to the following terms and conditions:
(a) Number of Shares. Each Incentive Stock Option agreement shall
state the number of shares covered by the agreement.
(b) Option Price and Method of Payment. The option price of each
Incentive Stock Option shall be no less than the Fair Market
Value of the Shares on the date the Incentive Stock Option is
granted. The option price shall be payable on exercise
of the Option in cash or by certified check, bank draft or
postal or express money order.
(c) Option Period.
(i) General. The period during which an Incentive Stock
Option shall be exercisable shall not exceed ten (10)
years from the date such Incentive Stock Option is
granted; provided, however, that such Option may be
sooner terminated in accordance with the provisions of
this Section 2(c). Subject to the foregoing, the
Committee may establish a period or periods with respect
to all or any part of the Incentive Stock Option during
which such Option may not be exercised and at the time
of a subsequent grant of an Incentive Stock Option or at
such longer time as the Committee may determine
accelerate the right of the Participant to exercise all
or any part of the Incentive Stock Option not then
exercisable. The number of Shares which may be
purchased at any one time shall be 100 Shares, a
multiple thereof or the total number at the time
purchasable under the Incentive Stock Option.
Notwithstanding any other provision of the Plan, in no
event shall any Incentive Stock Option be exercisable
prior to the date of approval of the Plan by the
shareholders of the Company as provided in Section IV.1
of the Plan.
(ii) Termination of Employment. If the Participant ceases to
be an employee of any member of the Dime Group for any
reason other than Disability or death, any then
outstanding Incentive Stock Option held by the
participant shall terminate on the earlier of the date
on which such Option would otherwise expire or three (3)
months after such termination of employment, and such
Option shall be exercisable, prior to its termination,
to the extent it was exercisable as of the date of
termination of employment.
(iii) Disability. If a Participant's employment is terminated
by reason of Disability, any then outstanding Incentive
Stock Option held by the Participant shall terminate on
the earlier of the date on which such Option would
otherwise expire or one (1) year after such termination
of employment, and such Option shall be exercisable,
prior to its termination, to the extent it was
exercisable as of the date of termination of employment.
(iv) Death. If a Participant's employment is terminated by
death, the representative of the Participant's estate or
beneficiaries thereof to whom the Option has been
transferred shall have the right during the one (1) year
period following the date of the Participant's death to
exercise any then outstanding Incentive Stock Options in
whole or in part. The number of Shares in respect of
which an Incentive Stock Option may be exercised
after a Participant's death shall be the number of
shares in respect to which such Option could be
exercised as of the date of the Participant's death. In
no event may the period for exercising an Incentive
Stock Option extend beyond the date on which such Option
would otherwise expire.
(d) Non-transferability. An Incentive Stock Option shall not be
transferable or assignable by the Participant other than by will
or the laws of descent and distribution and shall be exercisable
during the Participant's lifetime only by the Participant.
(e) Separate Agreements. Nonqualified Options may not be granted in
the same agreement as an Incentive Stock Option.
III. NONQUALIFIED STOCK OPTION PROVISIONS
1. Grant of Nonqualified Stock Options. Subject to the provisions of this
Part III, the Committee shall from time to time determine those
individuals eligible pursuant to Section 4 of Part I to whom
Nonqualified Stock Options shall be granted and the number of Shares
subject to, and terms and conditions of, such Options.
2. Terms and Conditions of Nonqualified Stock Options. Each Nonqualified
Stock Option shall be evidenced by an option agreement which shall be
in such form as the Board shall from time to time approve, and which
shall comply with and be subject to the following terms and conditions:
(a) Number of Shares. Each Nonqualified Stock Option agreement
shall state the number of Shares covered by the agreement.
(b) Option Price and Method of Payment. The option price of each
Nonqualified Stock Option shall be such price as the Committee,
in its discretion, shall establish, or in the absence of any
action by the Committee, shall be the Fair Market Value of the
Shares on the last trading date before the date the Nonqualified
Stock Option is granted; provided however, that the option price
may not be less than the greater of 50% of the Fair Market Value
of the Shares on the date the Nonqualified Stock Option is
granted or the par value, if any, of the Shares. The option
price shall be payable on exercise of the Option in cash or by
certified check, bank draft or postal or express money order.
(c) Option Period.
(i) General. The period during which a Nonqualified Stock
Option shall be exercisable shall not exceed ten (10)
years from the date such Nonqualified Stock Option is
granted; provided, however, that such Option may be
sooner terminated in accordance with the provisions of
this Section 2(c). Subject to the foregoing, the
Committee may establish a period or periods with respect
to all or any part of the Nonqualified Stock Option
during which such Option may not be exercised and at the
time of a subsequent grant of a Nonqualified Stock
Option or at such longer time as the Committee may
determine accelerate the right of the Participant to
exercise all or any part of the Nonqualified Stock
Option not then exercisable. The number of Shares which
may be purchased at any one time shall be 100 Shares, a
multiple thereof or the total number at the time
purchasable under the Nonqualified Stock Option.
Notwithstanding any other provision of the Plan, in no
event shall any Nonqualified Stock Option be exercisable
prior to the date of approval of the Plan by the
shareholders of the Company as provided in Section IV.1
of the Plan.
(ii) Termination of Employment. If the Participant ceases to
be an employee of any member of the Dime Group for any
reason other than Disability, retirement or death, any
outstanding Nonqualified Stock Option held by
the Participant shall terminate on the earlier of the
date on which such Option would otherwise expire or
three (3) months after such termination of employment,
and such Option shall be exercisable, prior to its
termination, to the extent it was exercisable as of the
date of termination of employment.
(iii) Disability or Retirement. If a Participant's employment
is terminated by Disability or retirement (as permitted
by any retirement plan maintained by a member of the
Dime Group in which the Participant participates), any
then outstanding Nonqualified Stock Option held by the
Participant shall terminate on the date such Option
would otherwise expire in accordance with its terms, and
such Option shall be exercisable, prior to its
termination, to the extent it was exercisable as of the
date of termination of employment.
(iv) Death. If a Participant's employment is terminated by
death, any then outstanding Nonqualified Stock Options
held by the Participant shall terminate on the date such
Option would otherwise expire in accordance with its
terms, and such Option shall be exercisable, prior to
its termination, by the representative of the
Participant's estate or beneficiaries thereof to whom
the Option has been transferred. The number of Shares
in respect to which a Nonqualified Stock Option may be
exercised after a Participant's death shall be the
number of Shares in respect of which such Option could
be exercised as of the date of the Participant's death.
(d) Non-transferability. A Nonqualified Stock Option shall not be
transferable or assignable by the Participant other than by will
or the laws of descent and distribution, and shall be
exercisable during the Participant's lifetime only by the
Participant.
IV. MISCELLANEOUS
1. Effective Date. This Plan shall become effective on the later of
January 1, 1996 and the date it is approved by the Board of Directors
of the Company (the "Effective Date"), provided, however, that if the
Plan is not approved by vote of the shareholders of the Company at the
1996 Annual Meeting of Shareholders of the Company, this Plan and all
Options granted hereunder shall be null and void and shall be of no
effect.
2. Duration of Program. Unless sooner terminated, the Plan shall remain
in effect for a period of ten years after the Effective Date and shall
thereafter terminate. No Incentive Stock Options or Nonqualified Stock
Options may be granted after the termination of this Plan; provided
however, that except as otherwise provided in Section 1 of this Part
IV, termination of the Plan shall not affect any Options previously
granted, which such Options shall remain in effect until exercised,
surrendered or cancelled, or until they have expired, all in accordance
with their terms.
3. Changes in Capital Structure, etc. In the event of changes in the
outstanding common shares of the Company by reasons of stock dividends,
stock splits, recapitalizations, mergers, consolidations, combinations
or exchange of shares, separations, reorganizations, or liquidations,
the number of Shares available under the Plan in the aggregate and the
maximum number of Shares as to which Options may be granted to any
Participant shall be correspondingly adjusted by the Committee. In
addition, the Committee shall make appropriate adjustments in the
number of Shares as to which outstanding Options, or portions thereof
then unexercised, shall relate, to the end that the Participant's
proportionate interest shall be maintained as before the occurrence of
such events; such adjustment shall be made without change in the total
price applicable to the unexercised portion of Options and with a
corresponding adjustment in the option price per Share.
4. Rights as Shareholder. A Participant entitled to Shares as a result of
the exercise of an Option shall not be deemed for any purpose to be, or
have rights as, a shareholder of the Company by virtue of such
exercise, except to the extent a stock certificate is issued
therefor and then only from the date such certificate is issued. No
adjustments shall be made for dividends or distributions or other
rights for which the record date is prior to the date such stock
certificate is issued.
5. Expenses. The expenses of this Plan shall be paid by the Company.
6. Withholding. Any person exercising an Option shall be required to pay
to the appropriate member of the Dime Group the amount of any taxes
such member is required by law to withhold with respect to the exercise
of such Option. Such payment shall be due on the date such member is
required by law to withhold such taxes. Such payment may also be
made at the election of the optionee by the surrender of Shares then
owned by the optionee, or the withholding of Shares otherwise to be
issued to the optionee on exercise, in an amount that would satisfy the
withholding amount due. Any election so made by optionees subject to
Section 16(b) of the Securities Exchange Act of 1934, as amended,
shall be in accordance with the requirements of Rule 16b-3(e) under
such Act and any interpretations thereof of the Securities and Exchange
Commission. The value of such Shares withheld or delivered shall be
equal to the Fair Market Value of such Shares on the date of exercise.
In the event that such payment is not made when due, the Company
shall have the right to deduct, to the extent permitted by law, from
any payment of any kind otherwise due to such person from any member of
the Dime Group, all or part of the amount required to be withheld.
7. Compliance with Applicable Law. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or
delivered any certificates evidencing Shares to be delivered pursuant
to the exercise of an Option, unless and until the Company is advised
by its counsel that the issuance and delivery of such certificates
is in compliance with all applicable laws and regulations of
governmental authority. The Company shall in no event be obligated to
register any securities pursuant to the Securities Act of 1933 (as now
in effect or as hereafter amended) or to take any other action in order
to cause the issuance and delivery of such certificates to comply with
any such law or regulation. The Committee may require, as a condition
of the issuance and delivery of such certificates and in order to
ensure compliance with such laws and regulations, that the Participant
make such covenants, agreements and representations as the Committee,
in its sole discretion, deems necessary or desirable.
8. Application of Funds. Any cash proceeds received by the Company from
the sale of Shares pursuant to Options will be used for general
corporate purposes.
9. Amendment of the Plan. The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever
except that, without approval of the shareholders, no such revision or
amendment shall (a) increase the number of Shares subject to this Plan,
(b) decrease the price at which Options may be granted, (c) remove
the administration of this Plan from the Committee, (d) modify the
requirements as to eligibility for a grant of an Option, or (e)
materially increase the benefits accruing to the participants under
this Plan. No such suspension, discontinuance, revision or amendment
shall in any manner affect any grant theretofore made without the
consent of the Participant or the transferee of the participant, unless
necessary to comply with applicable law.
EXHIBIT 4.2
AS ADOPTED
December 12, 1995
DIME FINANCIAL CORPORATION
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. Purpose.
The purpose of this 1996 Stock Option Plan For Outside Directors (the
"Plan") is to attract and retain the continued services of non-employee
directors of Dime Financial Corporation (the "Company") with the requisite
qualifications and to encourage such directors to secure or increase on
reasonable terms their stock ownership in the Company. The Board of
Directors of the Company (the "Board") believes that the granting of options
(the "Options") under the Plan will promote continuity of management and
increased personal interest in the welfare of the Company by those who are
responsible for shaping and carrying out the long-range plans of the Company
and securing its continued growth and financial success.
2. Effective Date of the Plan.
This Plan shall become effective on the later of January 1, 1996 and
the date it is approved by the Board of Directors of the Company (the
"Effective Date"), provided, however, that if the Plan is not approved by vote
of the shareholders of the Company at the 1996 Annual Meeting of Shareholders
of the Company, this Plan and all Options granted hereunder shall be
null and void and shall be of no effect.
3. Stock Subject to Plan.
110,000 in the aggregate of the authorized but unissued shares of the
Company's common stock (the "Shares") and/or treasury shares shall be reserved
for issuance under the Plan upon the exercise of Options. If any Options
expire or terminate for any reason without having been exercised in full, the
unpurchased Shares subject thereto shall again be available for the grant of
Options.
4. Administration.
The Plan shall be administered by the Committee referred to in Section
5 hereof. Subject to the provisions of the Plan, the Committee shall have
complete authority in its discretion to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, that the Committee shall have no discretion to determine the
non-employee directors who will receive Options, the number of Shares subject
to Options, the terms upon which, the times at which or the periods within
which Shares may be acquired or the Options may be acquired and exercised.
5. Committee.
The Committee shall consist of at least three members of the Board each
of whom shall be a disinterested person as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, and as such Rule may be hereafter amended.
Each member of the Committee shall be a person who is not an employee of the
Company or any subsidiary of the Company, and who has not received a grant of
an option to acquire common stock of the Company since the beginning of
the preceding fiscal year under any plan maintained by the Company other than
this Plan. The Committee shall be appointed by the Board, which may at any
time and from time to time remove any member of the Committee, with or without
cause, appoint additional members to the Committee and fill vacancies, however
caused, in the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by
a majority of its members. Any decision or determination of the Committee
reduced to writing and signed by all of the members of the Committee shall be
fully effective as if it had been made at a meeting duly called and held.
6. Eligibility.
An Option may be granted only to members of the Board who are not
otherwise employees of the Company or any of its subsidiaries on the date of
grant (the "Participants").
7. Grant of Options and Option Price.
(a) Participants on the Effective Date. Each individual who is a
Participant on the Effective Date shall automatically be granted
on the Effective Date an Option to purchase 10,000 Shares.
(b) Future Participants. Directors who are newly elected to the
Board after the Effective Date shall receive an automatic grant
of an Option to purchase 10,000 Shares on the date of such
election (or, if elected by the Board, on the date of the
annual meeting of the shareholders of the Company immediately
following such election); provided, that such automatic grant
shall only be made if the director is a Participant on such
date, and such automatic grant shall be subject to pro rata
reduction to the extent that the number of Shares subject to
future grant under the Plan is not sufficient to make the full
automatic grants required to be made pursuant to the Plan on
such date.
(c) Price. The initial per Share price to be paid by a Participant
upon the exercise of an Option shall be equal to the fair market
value of a Share on the date of grant. For the purposes hereof,
the fair market value of a Share on any date shall be
equal to the last reported sales price for the Shares as
reported on the NASDAQ National Market System on such date (or
if no trading occurred on that date, on the next preceding date
on which there was trading), as made available for publication
by the National Association of Securities Dealers Automated
Quotation System, or if no such prices are available, the fair
market value as determined by rules to be adopted by the
Committee.
8. Option Period.
Participants shall be granted Options which are exercisable for a
period which expires ten (10) years after the Effective Date, irrespective of
the date of grant. Notwithstanding the foregoing, no Option granted under this
Plan shall be exercisable until six (6) months after the grant thereof, and no
Option granted to a Participant who has not ever been elected to the Board
by the shareholders shall be exercisable unless and until such Participant
shall have been so elected.
9. Exercise of Option.
Subject to Section 8, an Option may be exercised in whole or in part at
any time after the date it is granted and only by a written notice of intent to
exercise the Option with respect to a specified number of Shares and payment to
the Company in cash or by certified check, bank draft or postal or express
money order, of the amount of the Option exercise price for the number of
Shares with respect to which the Option is then exercised. The number of
Shares which may be purchased at any one time shall be 100 Shares, a multiple
thereof, or the total number at the time purchasable under the Option.
10. Transferability.
No Option shall be assignable or transferable except by will and/or by
the laws of descent and distribution and, during the life of any Participant,
each Option granted to the Participant may be exercised only by the
Participant.
11. Ceasing to be a Director.
(a) Termination. If a Participant terminates service as a director
for any reason other than those set forth in clause (b) below,
any outstanding Option held by the Participant shall terminate
on the earlier of the date on which such Option would
otherwise expire or three (3) months after such termination.
(b) Disability, Death or Retirement. If a Participant's service as
a director is terminated by disability (which condition
constitutes total disability under the federal Social Security
Acts), death, or retirement upon attaining age seventy-two
(72), the Participant or the representative of the Participant's
estate or beneficiaries thereof to whom the Option has been
transferred shall have the right to exercise any outstanding
Option until the date on which such Option would otherwise
expire.
12. Duration of Plan.
Unless sooner terminated, the Plan shall remain in effect for a period
of ten years after the Effective Date and shall thereafter terminate. No
Options may be granted after the termination of this Plan; provided, however,
that termination of the Plan shall not affect any Options previously
granted, which Options shall remain in effect until exercised, surrendered or
cancelled, or until they have expired, all in accordance with their terms.
13. Changes in Capital Structure, etc.
In the event of changes in the outstanding common stock of the Company
by reasons of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combination or exchange of shares, separations,
reorganizations, or liquidations, the number of Shares available under the
Plan in the aggregate and the number of Shares as to which Options may be
granted to any Participant shall be correspondingly adjusted by the Committee.
In addition, the Committee shall make appropriate adjustments in the number of
Shares as to which outstanding Options, or portions thereof then unexercised,
shall relate, to the end that the Participant's appropriate interest
shall be maintained as before the occurrence of such event; such adjustment
shall be made without change in the total price applicable to the unexercised
portion of Options and with a corresponding adjustment in the option price per
Share.
14. Rights as Shareholder.
A Participant entitled to Shares as a result of the exercise of an
Option shall not be deemed for any purpose to be, or have rights as, a
shareholder of the Company by virtue of such exercise, except to the extent a
stock certificate is issued therefor and then only from the date such
certificate is issued. No adjustments shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued.
15. Expenses.
The expenses of this Plan shall be paid by the Company.
16. Compliance with Applicable Law.
Notwithstanding anything herein to the contrary, the Company shall not
be obligated to cause to be issued or delivered any certificates evidencing
Shares to be delivered pursuant to the exercise of an Option, unless and until
the Company is advised by its counsel that the issuance and delivery of such
certificates is in compliance with all applicable laws and regulations of
governmental authority. The Company shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law or regulation.
The Committee may require, as a condition of the issuance and delivery
of such certificates and in order to ensure compliance with such laws and
regulations, that the Participant make such covenants, agreements and
representations as the Committee, in its sole discretion, deems necessary or
desirable.
17. Application of Funds.
Any cash proceeds received by the Company from the sale of Shares
pursuant to options will be used for general corporate purposes.
18. Amendment of the Plan.
The Board may from time to time suspend or discontinue this Plan or
revise or amend it in any respect whatsoever; provided, however, that any
amendment requiring stockholder approval under Rule 16b-3, as in effect on the
Effective Date and as it may be subsequently amended, shall not be made without
the further approval of the shareholders of the Company; and provided, further,
that the provisions of Sections 6 and 7 of this Plan may not be amended
more than once every six (6) months, except as otherwise provided in or
permitted by Rule 16b-3. No such suspension, discontinuance, revision or
amendment shall in any manner affect any grant theretofore made without the
consent of the Participant or the transferee of the Participant, unless
necessary to comply with applicable law.
Exhibit 5
May 30, 1996
Dime Financial Corporation
95 Barnes Road
Wallingford, Connecticut 06492
Ladies and Gentlemen:
We have acted as counsel with respect to the Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, as filed by Dime
Financial Corp., a Connecticut corporation (the "Corporation"), with the
Securities and Exchange Commission relating to an aggregate of up to 390,000
shares of common stock, $1.00 par value, of the Corporation (the "Stock") to be
issued upon exercise of options granted pursuant to the Dime Financial
Corporation 1996 Stock Option and Incentive Plan (the "Stock Option Plan") and
an aggregate of up to 110,000 shares of Stock to be issued upon exercise of
options granted pursuant to the Dime Financial Corporation 1996 Stock Option
Plan for Outside Directors (the "Directors' Plan", and together with the Stock
Option Plan, the "Plans").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Plans and such other documents, corporate records,
and other instruments as we have deemed necessary or advisable for purposes of
the opinion set forth below. We have assumed the genuineness of the signatures
on all documents examined by us, the authenticity of all documents submitted to
us as originals and the conformity to all corresponding originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Stock to be
issued under the Plans will, when so issued pursuant to the provisions of the
Plans and when payment of the agreed upon consideration for the Stock has been
received by the Corporation, be validly issued, fully paid and non-assessable
(assuming that, at the time of such issuance, the Corporation has a sufficient
number of authorized and unissued shares or treasury shares available for such
issuance).
We are members of the bar of the State of Connecticut and express no
opinion to any matter relating to any law other than the law of the State of
Connecticut.
<PAGE>
Dime Financial Corporation
May 30, 1996
Page 2
We consent to the use of this opinion as Exhibit 5 to the aforesaid
Registration Statement. In giving such consent, we do not thereby admit that
we are within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933.
Very truly yours,
DAY, BERRY & HOWARD
KPMG Peat Marwick LLP
Exhibit 23.1
CityPlace II
Hartford, CT 06103-4103
The Board of Directors
Dime Financial Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Registration
Statement. Our report refers to changes in the methods of accounting for
investment securities in 1994 and postretirement benefits other than
pensions and income taxes in 1993.
/s/ KMPG Peat Marwick LLP
Hartford, Connecticut
May 29, 1996
