AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 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
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR MR. RALPH D. LUKENS
THE DIME SAVINGS BANK OF WALLINGFORD
NON-QUALIFIED STOCK OPTION AGREEMENT, AS AMENDED,
FOR MR. M. JOSEPH CANAVAN
THE DIME SAVINGS BANK OF WALLINGFORD
NON-QUALIFIED STOCK OPTION AGREEMENT, AS AMENDED,
FOR MR. WILLIAM J. FARRELL
(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 |20,000 shares | $14.875 | $297,500 | $102.59
</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 July 17, 1996.
(2) Up to 10,000 shares may be issued under the Dime Financial Corporation
Non-Qualified Stock Option Agreement for Mr. Ralph D. Lukens, up to
5,000 shares may be issued under The Dime Savings Bank of Wallingford
Non-Qualified Stock Option Agreement, as amended, for Mr. M. Joseph
Canavan and up to 5,000 shares may be issued under The Dime Savings
Bank of Wallingford Non-Qualified Stock Option Agreement, as amended,
for Mr. William J. Farrell.
<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 Non-Qualified Stock Option Agreement for Mr. Ralph D.
Lukens dated as of May 9, 1995 (the "Lukens Agreement"), The Dime Savings Bank
of Wallingford Non-Qualified Stock Option Agreement, as amended, for Mr. M.
Joseph Canavan dated as of June 20, 1988 (the "Canavan Agreement") and The Dime
Savings Bank of Wallingford Non-Qualified Stock Option Agreement, as amended,
for Mr. William J. Farrell dated as of June 20, 1988 (the "Farrell Agreement")
(the Lukens Agreement, the Canavan Agreement and the Farrell Agreement,
collectively, the "Agreements") to Lukens, Canavan and Farrell, respectively.
An aggregate of up to 10,000 shares of Common Stock may be issued upon the
exercise of options granted pursuant to the Lukens Agreement, subject to
adjustment as provided in The Dime Savings Bank of Wallingford 1986 Stock
Option Plan for Outside Directors (the "Directors Plan"). An aggregate of up
to 5,000 shares of Common Stock may be issued upon the exercise of options
granted pursuant to the Canavan Agreement, subject to adjustment as provided in
the Directors Plan. An aggregate of up to 5,000 shares of Common Stock may be
issued upon the exercise of options granted pursuant to the Farrell Agreement,
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 Non-Qualified Stock Option Agreement for
Mr. Ralph D. Lukens.
4.2 The Dime Savings Bank of Wallingford Non-Qualified Stock Option
Agreement, as amended, for Mr. M. Joseph Canavan.
4.3 The Dime Savings Bank of Wallingford Non-Qualified Stock Option
Agreement, as amended, for Mr. William J. Farrell.
4.4 Dime Financial Corporation 1986 Stock Option Plan for Outside
Directors (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-4 (No. 33-23054)
filed on July 8, 1988).
4.5 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).
4.6 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 July 17,
1996.
DIME FINANCIAL CORPORATION
By: /s/ Richard H. Dionne
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/ Ralph D. Lukens Chairman of the Board of Directors July 17, 1996
Ralph D. Lukens
/s/ Richard H. Dionne President, Chief Executive Officer and July 17, 1996
Richard H. Dionne Director (Principal Executive Officer)
/s/ Albert E. Fiacre, Jr. Senior Vice President and Chief July 17, 1996
Albert E. Fiacre, Jr. Financial Officer (Principal Financial
and Accounting Officer)
/s/ Robert P. Simon Vice President and Comptroller July 17, 1996
Robert P. Simon
/s/ Gary O. Olson Director July 17, 1996
Gary O. Olson
/s/ Fred A. Valenti Director July 17, 1996
Fred A. Valenti
/s/ Rosalind F. Gallagher Director July 17, 1996
Rosalind F. Gallagher
/s/ Robert Nicoletti Director July 17, 1996
Robert Nicoletti
/s/ M. Joseph Canavan Director July 17, 1996
M. Joseph Canavan
/s/ William J. Farrell Director July 17, 1996
William J. Farrell
/s/ Richard D. Stapleton Director July 17, 1996
Richard D. Stapleton
/s/ Theodore H. Horwitz Director July 17, 1996
Theodore H. Horwitz
(A majority of the Board of Directors)
<PAGE>
EXHIBIT INDEX
Exhibit Description Location
No.
4.1 Dime Financial Corporation Non-Qualified Filed Herewith
Stock Option Agreement for Mr. Ralph D.
Lukens.
4.2 The Dime Savings Bank of Wallingford Filed Herewith
Non-Qualified Stock Option Agreement,
as amended, for Mr. M. Joseph Canavan.
4.3 The Dime Savings Bank of Wallingford Filed Herewith
Non-Qualified Stock Option Agreement,
as amended, for Mr. William J. Farrell.
4.4 Dime Financial Corporation 1986 Stock Incorporated by
Option Plan for Outside Directors. reference to Exhibit 10.2
to the Company's
Registration Statement on
Form S-4 (No. 33-23054)
filed on July 8, 1988
4.5 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
4.6 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
<PAGE>
Exhibit 4.1
DIME FINANCIAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
In consideration of his extraordinary past services as Chairman of the
Board of Directors of Dime Financial Corporation (the "Company"), RALPH D.
LUKENS (the "Optionee") is hereby granted an option to purchase 10,000 shares
of the Common Stock of the Company at a price of $10.125 per share (the
"Option"), such price per share being equal to 100% of the fair market value of
a share of Common Stock at the time this Option is granted (the "Option
Price").
Reference is made, and this Option is subject to, all the terms of The
Dime Savings Bank of Wallingford 1986 Stock Option Plan for Outside Directors
(the "Plan"), a true copy of which is attached hereto. Although this Option is
subject to the terms of the Plan, the Option is not a grant pursuant to the
Plan and the 10,000 shares of Common Stock subject to the Option are not to be
included in the limitations provided by Section 3 of the Plan. For purposes of
Section 11(b) of the Plan, this Option shall be considered to have been
granted pursuant to Section 7(a) of the Plan.
The Option expires 10 years from the date hereof and is subject to any
earlier termination as provided in the Plan. This Option may not be exercised
prior to May 9, 1996, one year from the date hereof. If this Non-Qualified
Stock Option Agreement is not approved by the shareholders of the Company prior
to May 9, 1996, this Option shall be null and void as of the date of this
grant.
The Option may be exercised solely by payment of the Option Price in
cash or by certified check, bank draft or postal or express money order.
The Option is not transferable by the Optionee except by will and by
the laws of descent and distribution and is exercisable during the Optionee's
lifetime only by such Optionee.
The Optionee hereby accepts the Option as specified above.
Dated as of this 9th day of May, 1995.
THE DIME FINANCIAL CORPORATION
By: /s/ Richard H. Dionne
Its President
OPTIONEE
/s/ Ralph D. Lukens
RALPH D. LUKENS
<PAGE>
Exhibit 4.2
THE DIME SAVINGS BANK OF WALLINGFORD
NON-QUALIFIED STOCK OPTION AGREEMENT
In consideration of his service on the Board of Directors of The Dime
Savings Bank of Wallingford (the "Bank"), M. JOSEPH CANAVAN (the "Optionee") is
hereby granted an option to purchase 5,000 shares of the Common Stock of the
Bank at a price of $13.50 per share (the "Option"), such price per share being
equal to 100% of the fair market value of a share of Common Stock at the time
this Option is granted (the "Option Price").
Reference is made, and this Option is subject to, all the terms of the
Bank's 1986 Stock Option Plan for Outside Directors (the "Plan"), a true copy
of which is attached hereto. Although this Option is subject to the terms of
the Plan, the Option is not a grant pursuant to the Plan and the 5,000 shares
of Common Stock subject to the Option are not to be included in the limitations
provided by Section 3 of the Plan.
This Option expires 10 years from the date hereof and is subject to any
earlier termination as provided in the Plan. This Option may not be exercised
prior to June 20, 1989, one year from the date hereof. If this Non-Qualified
Stock Option Agreement is not approved by the shareholders of the Bank at the
Special Meeting of Shareholders called for such purpose, this Option shall be
null and void as of the date of this grant.
This Option may be exercised solely by payment of the Option Price in
cash or by certified check, bank draft or postal or express money order.
The Option is not transferable by the Optionee except by will and by
the laws of descent and distribution and is exercisable during the Optionee's
lifetime only by such Optionee.
The Optionee hereby accepts the Option as specified above.
Dated this 20th day of June, 1988.
THE DIME SAVINGS BANK
OF WALLINGFORD
By: /s/ John C. Shortell
Its President, Treasurer and
Chief Executive Officer
OPTIONEE
/s/ M. Joseph Canavan
M. JOSEPH CANAVAN
<PAGE>
AMENDMENT NO. 1 TO
NON-QUALIFIED STOCK OPTION AGREEMENT
The Bank and the Optionee hereby agree as follows:
1. The shares of common stock to be received by the Optionee upon
exercise of all or part of the Option will be shares of common stock, $1.00 par
value, of Dime Financial Corporation, the successor issuer to the Bank pursuant
to the terms of an Agreement and Plan of Reorganization dated as of
September 2, 1988, by and among the Bank, Dime Financial Corporation and City
Savings Bank of Meriden.
Dated:
The Dime Savings Bank of Wallingford Accepted:
By: /s/ John C. Shortell By: /s/ M. Joseph Canavan
Its President Optionee
J. Canavan
<PAGE>
Exhibit 4.3
THE DIME SAVINGS BANK OF WALLINGFORD
NON-QUALIFIED STOCK OPTION AGREEMENT
In consideration of his service on the Board of Directors of The Dime
Savings Bank of Wallingford (the "Bank"), WILLIAM J. FARRELL (the "Optionee")
is hereby granted an option to purchase 5,000 shares of the Common Stock of the
Bank at a price of $13.50 per share (the "Option"), such price per share being
equal to 100% of the fair market value of a share of Common Stock at the time
this Option is granted (the "Option Price").
Reference is made, and this Option is subject to, all the terms of the
Bank's 1986 Stock Option Plan for Outside Directors (the "Plan"), a true copy
of which is attached hereto. Although this Option is subject to the terms of
the Plan, the Option is not a grant pursuant to the Plan and the 5,000 shares
of Common Stock subject to the Option are not to be included in the limitations
provided by Section 3 of the Plan.
This Option expires 10 years from the date hereof and is subject to any
earlier termination as provided in the Plan. This Option may not be exercised
prior to June 20, 1989, one year from the date hereof. If this Non-Qualified
Stock Option Agreement is not approved by the shareholders of the Bank at the
Special Meeting of Shareholders called for such purpose, this Option shall be
null and void as of the date of this grant.
This Option may be exercised solely by payment of the Option Price in
cash or by certified check, bank draft or postal or express money order.
The Option is not transferable by the Optionee except by will and by
the laws of descent and distribution and is exercisable during the Optionee's
lifetime only by such Optionee.
The Optionee hereby accepts the Option as specified above.
Dated this 20th day of June, 1988.
THE DIME SAVINGS BANK
OF WALLINGFORD
BY /s/ John C. Shortell
Its President, Treasurer and
Chief Executive Officer
OPTIONEE
/s/ William J. Farrell
WILLIAM J. FARRELL
<PAGE>
AMENDMENT NO. 1 TO
NON-QUALIFIED STOCK OPTION AGREEMENT
The Bank and the Optionee hereby agree as follows:
1. The shares of common stock to be received by the Optionee upon
exercise of all or part of the Option will be shares of common stock, $1.00 par
value, of Dime Financial Corporation, the successor issuer to the Bank pursuant
to the terms of an Agreement and Plan of Reorganization dated as of
September 2, 1988, by and among the Bank, Dime Financial Corporation and City
Savings Bank of Meriden.
Dated:
The Dime Savings Bank of Wallingford Accepted:
By /s/ John C. Shortell By /s/ William J. Farrell
Its President Optionee
Wm. Farrell
<PAGE>
Exhibit 5
July 19, 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 (a) an aggregate of up to 10,000
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 Non-Qualified Stock Option Agreement for Mr. Ralph D. Lukens dated
as of May 9, 1995 (the "Lukens Agreement"); (b) an aggregate of up to 5,000
shares of the Stock to be issued upon exercise of options granted pursuant to
The Dime Savings Bank of Wallingford Non-Qualified Stock Option Agreement, as
amended, for Mr. M. Joseph Canavan dated as of June 20, 1988 (the "Canavan
Agreement"); and (c) an aggregate of up to 5,000 shares of the Stock to be
issued upon exercise of options granted pursuant to The Dime Savings Bank of
Wallingford Non-Qualified Stock Option Agreement, as amended, for Mr. William
J. Farrell dated as of June 20, 1988 (the "Farrell Agreement") (the Lukens
Agreement, the Canavan Agreement and the Farrell Agreement, collectively, the
"Agreements") to Lukens, Canavan and Farrell, respectively.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Agreements 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 Agreements will, when so issued pursuant to the provisions of
the Agreements 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.
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,
/s/ DAY, BERRY & HOWARD
<PAGE>
KPMG Peat Marwick LLP
Exhibit 23.1
CityPlace II
Hartford, CT 06103-4103
Consent of Independent Auditors
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/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 18, 1996
<PAGE>
