As filed with the Securities and Exchange
Commission on July 21, 1997 REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 02-0430695
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
9 MAIN STREET
NEWPORT, NEW HAMPSHIRE 03773
(603) 863-5772
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
---------------
Stephen W. Ensign
President and Chief Executive Officer
New Hampshire Thrift Bancshares, Inc.
9 Main Street
Newport, New Hampshire 03773
(603) 863-5772
Copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1500 K Street, N.W., Suite 200
Washington, DC 20005
(202) 347-8400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE,
OF AGENT FOR SERVICE)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Securities to be Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
Registered Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $0.01 par value 168,950 shares ----- $2,542,759 $ 775
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of New Hampshire Thrift
Bancshares, Inc. ("NHTB") reserved for issuance upon exercise of
options granted pursuant to the New Hampshire Thrift Bancshares, Inc.
1996 Stock Option Plan ("Plan"). In addition to such shares, this
registration statement also covers an undetermined number of shares of
common stock of NHTB that, by reason of certain events specified in the
Plan, may become issuable upon exercise of options through the
application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which 48,000 shares subject to outstanding options are deemed to be
offered at $12.50 per share, the price at which such options may be
exercised and the remaining 120,950 shares that may be acquired upon
exercise of options granted in the future are deemed to be offered at
$16.0625 per share, the average of the daily high and low sales
prices of common stock of NHTB on the NASDAQ Stock Market at the close
of trading on July 18, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 0-17859) are incorporated by
reference in this registration statement:
(1) the Registrant's Registration Statement on Form S-4
(Registration No. 333-12645) as amended, which was filed
with the Commission pursuant to the Securities Act of 1933,
as amended;
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, as amended, which was filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act");
(3) the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1996;
<PAGE>
(4) The Registrant's Current Report on Form 8-K, filed with the
Commission on January 22, 1997;
(5) The Proxy Statement for the Annual Meeting of Shareholders
held on April 9, 1996 and the joint proxy statement and
prospectus for the Special Meeting of Shareholders held
December 19, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or 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 in any
document which is or is deemed to be 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
registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), INTER
ALIA, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person
-2-
<PAGE>
shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article IX of the Certificate of Bylaws of New Hampshire Thrift
Bancshares, Inc. ("NHTB" or the "Registrant") provides, among other things, that
NHTB shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
and any appeal therein, whether civil, criminal, administrative, arbitrative or
investigate (other than an action by or in the right of NHTB) by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
NHTB, or is or was serving at the request of NHTB as a director, officer,
trustee, employee or agent of another corporation, 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 NHTB, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
NHTB shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, and any appeal therein, and against amounts paid in settlement by or
in the right of NHTB to procure a judgment in its favor by reason of the fact he
is or was a director, officer, trustee, employee or agent of NHTB, or is or was
serving at the request of NHTB as a director, officer, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action,
suit, or proceeding, and any appeal therein, and against amounts paid in
settlement if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of NHTB; PROVIDED, HOWEVER, that no
indemnification shall be made against expenses in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to NHTB or against
amounts paid in settlement unless and only to the extent that there is a
determination that despite the adjudication of liability or the settlement, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses or amounts paid in
settlement.
Article IX also empowers NHTB to purchase and maintain insurance to
protect itself and its directors and officers, among other things, against any
liability, regardless of whether or not
-3-
<PAGE>
NHTB would have the power to indemnify those persons against such liability
under the law or the provisions set forth in the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 New Hampshire Thrift Bancshares, Inc. 1996 Stock
Option Plan.
4.2 Form of Stock Option Agreement pursuant to the New
Hampshire Thrift Bancshares, Inc. 1996 Stock Option
Plan.
4.3 Certificate of Incorporation of New Hampshire Thrift
Bancshares, Inc., incorporated by reference to the
Registrant's Registration Statement on Form S-4, as
amended (Registration No. 333-12645).
4.4 By-Laws of New Hampshire Thrift Bancshares, Inc.,
incorporated by reference to the Registrant's
Registration Statement on Form S-4, as amended
(Registration No. 333-12645).
5.1 Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of Shatswell MacLeod & Co.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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;
(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; and
-4-
<PAGE>
(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;
PROVIDED, HOWEVER, that paragraphs (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 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. FILING OF REGISTRATION STATEMENT ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant for 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
-5-
<PAGE>
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 State of New Hampshire on June 12, 1997.
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Registrant)
By: /s/ Stephen W. Ensign
-------------------------
Stephen W. Ensign
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Stephen W. Ensign President and Chief Executive Officer July 12, 1997
- ---------------------------------------------- (Principal Executive Officer) and Director
Stephen W. Ensign
/s/ John J. Kiernan Chairman of the Board and Director July 12, 1997
- ----------------------------------------------
John J. Kiernan
/s/ Stephen R. Theroux Director, Executive Vice President and July 12, 1997
- ---------------------------------------------- Chief Financial Officer (Principal
Stephen R. Theroux Financial and Accounting Officer)
/s/ Leonard R. Cashman Director July 12, 1997
- ----------------------------------------------
Leonard R. Cashman
/s/ Ralph B. Fifield, Jr. Director July 12, 1997
- ----------------------------------------------
Ralph B. Fifield, Jr.
/s/ John A. Kelly, Jr. Director July 12, 1997
- ----------------------------------------------
John A. Kelly, Jr.
/s/ Peter R. Lovely Director July 12, 1997
- ----------------------------------------------
Peter R. Lovely
/s/ Dennis A. Morrow Director July 12, 1997
- ----------------------------------------------
Dennis A. Morrow
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Jack H. Nelson Director July 12, 1997
- ----------------------------------------------
Jack H. Nelson
/s/ Priscilla W. Ohler Director July 12, 1997
- ----------------------------------------------
Priscilla W. Ohler
/s/ Kenneth D. Weed Director July 12, 1997
- ----------------------------------------------
Kenneth D. Weed
</TABLE>
-8-
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<S> <C>
4.1 New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan....................................
4.2 Stock Option Agreement pursuant to the New Hampshire Thrift Bancshares,
Inc. 1996 Stock Option Plan...................................................................
4.5 Certificate of Incorporation of New Hampshire Thrift Bancshares, Inc.,
incorporated by reference to the Registrant's Statement on Form S-4
(Registration No. 333-12645), which was filed with the Commission pursuant
to the Securities Act of 1933, as amended..................................................... *
4.6 By-Laws of New Hampshire Thrift Bancshares, Inc., incorporated by reference
to the Registrant's Annual Report on Registrant's Statement on Form S-4
(Registration No. 333-12645), which was filed with the Commission pursuant
to the Securities Act of 1933, as amended..................................................... *
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the legality
of the securities being registered............................................................
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof)...............................
23.2 Consent of Shatswell MacLeod & Co...............................................................
</TABLE>
* Incorporated by reference.
-9-
Exhibit 4.1 New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan
<PAGE>
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
STOCK OPTION PLAN
SECTION 1.01. PURPOSE. The purpose of this New Hampshire Thrift
Bancshares, Inc. Stock Option Plan (the "Plan") is to promote the growth and
general prosperity of New Hampshire Thrift Bancshares, Inc. (the "Company") and
its subsidiary corporations by permitting the Company to grant options to
purchase shares of its $1.00 par value common stock (the "Common Stock.). The
Plan is designed to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiary corporations and
to provide key employees and directors with an additional incentive to
contribute to the success of the Company and those subsidiary corporations. Key
employees eligible for the Plan shall be all salaried employees. The Company
intends that options may be granted pursuant to the provisions of the Plan which
will qualify as "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") and Treasury
Regulations promulgated thereunder, as well as options which do not qualify as
incentive stock options ("nonqualified options") As used in the Plan, the terms
parent corporation" and "subsidiary corporation" shall have the meanings set
forth in subsections (e) and (f), respectively, of Section 424 of the Code.
SECTION 2.01. ADMINISTRATION. The Plan as it relates to incentive stock
options shall be administered by the Board of Directors of the Company or by a
committee of the Board of Directors consisting of three or more directors to
whom administration of the Plan has been delegated by resolution of the Board of
Directors and none of whom are eligible to receive stock options under the Plan
except as provided in Section 2.03(b). The members of that committee are
hereafter referred to as the "Plan Administrators." Actions of the Plan
Administrators shall be taken by majority vote or by unanimous written consent.
All Plan Administrators shall be disinterested persons within the meaning of
Rule 16b-3(d)(3) of the General Rules and Regulations under the Securities
Exchange Act of 1934.
SECTION 2.02. AUTHORITY OF PLAN ADMINISTRATORS. Subject to the
provisions of the Plan, and with a view to effecting its purpose, the Plan
Administrators shall have sole authority, in their absolute discretion with
respect to incentive stock options, (a) to construe and interpret the Plan, (b)
to define the terms used herein, (c) to prescribe, amend, and rescind rules and
regulations relating to the Plan, (d) to determine, based upon criteria to be
established by the Plan Administrators, the individual employees to whom
incentive stock options to purchase stock shall be granted under the Plan, (e)
to determine the time or times at which incentive stock options shall be granted
to employees under the
<PAGE>
Plan, (f) to determine the number of shares of Common Stock subject to each
incentive stock option, the option price and the duration of each incentive
stock option granted under the Plan, (g) to determine all of the other terms and
conditions of incentive stock options granted under the Plan, and (h) to make
all other determinations necessary or advisable for the administration of the
Plan and do everything necessary or appropriate to administer the Plan. All
decisions, determinations and interpretations made by the Plan Administrators
shall be binding and conclusive on all participants in the Plan and on their
legal representatives, heirs and beneficiaries. The Plan Administrators shall
endeavor to ensure that option agreements entered into with employees pursuant
to the Plan meet all the requirements for incentive stock options described in
Section 422 of the Code.
SECTION 2.03. TERMS, CONDITIONS AND METHOD OF GRANT.
(a) INCENTIVE STOCK OPTIONS. The terms and conditions of incentive
stock options granted under the Plan may differ from one another in such manner
as the Plan Administrators, in their absolute discretion, shall determine as
long as incentive stock options granted under the Plan satisfy the requirements
of the Plan. No employee who receives an incentive stock option (the "optionee")
shall have any rights with respect to an option granted under the Plan unless
the optionee shall have executed and delivered to the Plan Administrators an
option agreement (with a copy of the Plan attached). The option agreement shall
be in the form and shall contain such provisions consistent with the Plan as the
Plan Administrators, acting with the benefit of legal counsel, shall deem
advisable. No option under the Plan shall be granted the exercise of which
shall be conditioned upon the exercise of any other option under the Plan or any
other plan designed to confer incentive stock option treatment to options
granted thereunder.
(b) NONQUALIFIED STOCK OPTIONS. Each director shall receive a
nonqualified stock option to acquire shares of Common Stock as of the day after
each annual meeting of shareholders of the Company. Such option shall be
exercisable in full at any time before the anniversary of the date it is
granted. [or with a vesting schedule] Such option shall be reflected in an
option agreement in the form attached hereto as Exhibit A.
2
<PAGE>
SECTION 3.01. MAXIMUM NUMBER OF SHARES OF COMMON STOCK SUBJECT TO THE
PLAN. Subject to the provisions of Section 13.01, the maximum aggregate number
of shares that may be optioned and sold under the Plan is 168,424 [10% of
outstanding at time adopted by board] shares of authorized and unissued Common
Stock. If any of the options granted under the Plan expire or terminate for any
reason before they have been exercised in full, the unpurchased stock subject to
those expired or terminated options shall again be available for the purposes of
the Plan.
SECTION 4.01. ELIGIBILITY AND PARTICIPATION. Only key management,
full-time employees of the Company or its subsidiaries, who are not directors of
the Company, shall be eligible for selection by the Plan Administrators to
participate in the Plan and receive incentive stock options. As used herein, the
term "full-time employee" shall mean any person employed by the Company or its
subsidiaries in return for salary, wages or other compensation, whose employment
shall be on a regular as opposed to a part-time or job basis. All directors of
the Company shall participate in the Plan with respect to nonqualified stock
options.
SECTION 5.01. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become
effective upon its adoption by the Board of Directors of the Company (the
"Effective Date"), subject to approval of the Plan by the stockholders of the
Company, as provided in Section 15.01. The Plan shall continue in effect for a
term of ten years from the Effective Date unless sooner terminated under Section
14.01.
SECTION 5.02. DURATION OF OPTIONS. Each incentive stock option and all
rights thereunder granted pursuant to the terms of the Plan shall expire on the
date determined by the Plan Administrators, but in no event shall any incentive
stock option granted under the Plan expire later than ten (10) years from the
date on which the option is granted. Each nonqualified stock option shall expire
on the 10th anniversary of the date on which it was granted. In addition, each
option shall be subject to early termination as provided in the Plan.
SECTION 5.03. PURCHASE PRICE. The purchase price for shares of Common
Stock acquired pursuant to the exercise (in whole or in part) of any stock
option granted under this Plan shall be not less than the fair market value of
the stock at the time of the grant of the option. Fair market value shall be
determined by the Plan Administrators on the basis of those factors they deem
appropriate; provided that the Plan Administrators shall make a good faith
effort to determine such fair market value
3
<PAGE>
in selecting such factors, and provided further, that if at the time the
determination is made the Common Stock is admitted to trading on a national
securities exchange, the fair market value of the shares shall be not less than
the mean between the high bid and asked prices reported for the Common Stock on
that exchange on the day or most recent trading day preceding the date on which
the option is granted. The phrase "national securities exchange. shall include
the National Association of Securities Dealers Automated Quotation System and
the over-the-counter market.
SECTION 5.04. TERM AND PURCHASE PRICE OF OPTION GRANTED TO MORE THAN
TEN PERCENT STOCKHOLDER. Notwithstanding anything to the contrary in Sections
5.02 and 5.03, if an incentive stock option is to be granted to an optionee who
at the time the option is granted owns (or under Section 424(d) of the code is
deemed to own) more than ten percent of the voting power or value of all classes
of stock of the Company or of any parent corporation or subsidiary corporation
of the Company, (i) that option by its terms shall not be exercisable after the
expiration of five years after the date that option is granted, and (ii) the
purchase price for shares acquired pursuant to the exercise (in whole or in
part) of that option shall be at least 110 percent of the fair market value (as
determined under Section 5.03) of the shares subject to the option at the time
the option is granted.
SECTION 5.05. MAXIMUM AMOUNT OF INCENTIVE STOCK OPTIONS IN ANY CALENDAR
YEAR. The maximum aggregate fair market value (determined as of the time the
option is granted) of Common Stock for which any optionee may be granted
incentive stock options (as defined in Section 422(b) of the Code) which first
become exercisable in any calendar year under all stock option plans of the
Company, or of any parent corporation or subsidiary corporation of the Company,
shall not exceed $100,000.
SECTION 6.01. EXERCISE OF OPTIONS BY OPTIONEE.
(a) INCENTIVE STOCK OPTIONS. Each incentive stock option shall be
exercisable in one or more installments during its term, and the right to
exercise may be cumulative as determined by the Plan Administrators. No
incentive stock option may be exercised for a fraction of a share of Common
Stock or other than on a business day of the Company. The full purchase price of
any shares purchased shall be paid at the time of exercise of the option by a
combination of cash, certified or cashier's check payable to the order of the
Company or shares of Common Stock. If any portion of the purchase price is paid
in shares of Common Stock, those shares shall be tendered at their then fair
market value, as determined
4
<PAGE>
by the Plan Administrators in accordance with Section 5.03 of the Plan. No
option may be exercised on a date later than ten years from the date it is
granted or, if earlier, the date on which it otherwise expiries in accordance
with its terms or the terms of this Plan.
(b) NONQUALIFIED STOCK OPTIONS. Each nonqualified stock option shall be
exercisable in full throughout its term. no nonqualified stock option may be
exercised for a fraction of a share oF Common Stock or other than on a business
day of the Company. The full purchase price of any shares purchased shall be
paid at the time of exercise of the option by a combination of cash, certified
or cashier's check payable to the order of the Company or shares of Common
Stock. If any portion of the purchase price is paid in shares of Common Stock,
those shares shall be tendered at their then fair market value, as determined by
the Plan Administrators in accordance with Section 5.03 of the Plan. No
nonqualified stock option may be exercised on a date later than
[ten] years from the date it is granted or, if earlier, the date on which it
otherwise expires in accordance with its terms or the terms of this Plan.
SECTION 6.02. EXERCISE OF OPTIONS BY ESTATE OR BENEFICIARIES.
(a) INCENTIVE STOCK OPTIONS. Subject to the provisions of Section
12.01, if an incentive stock option shall have been transferred to an estate of
an optionee, or to any beneficiary thereof who shall have acquired such option
by bequest or inheritance by reason of the death of such optionee, the option
shall be exercisable in the same manner as if exercised by such optionee
pursuant to Section 6.01. Notwithstanding the provisions of Section 9.01, the
executor or administrator of such estate or the beneficiary thereof, may
exercise such incentive stock option within [twelve months] following the death
of such optionee, provided, however, that the exercise of such option shall
otherwise be pursuant to the terms of such option. Such incentive stock options,
if so exercised, shall be eligible for treatment under Section 422 of the Code
without regard to whether such executor, administrator or beneficiary is then
employed by the Company, provided the optionee shall have met the employment
requirements of the Plan at the date of death thereof or within three (3) months
prior to such date of death. If an incentive stock option shall not be exercised
by an optionee prior to the expiration of the applicable holding period of
Section 422(a)(1) of the Code, the executor, administrator or beneficiary of the
estate of such optionee may exercise such option, and such option shall be
treated as an incentive stock option, without regard to whether the shares of
Common Stock acquired thereunder shall be disposed of prior to the expiration of
such applicable period.
5
<PAGE>
(b) NONQUALIFIED STOCK OPTIONS. Subject to the provisions of Section
12.01, if a nonqualified stock option shall have been transferred to an estate
of an optionee, or to any beneficiary thereof who shall have acquired such
option by bequest or inheritance by reason of the death of such optionee, the
option shall be exercisable in the same manner as if exercised by such optionee
pursuant to Section 6.01. Notwithstanding the provisions of Section 9.01, the
executor or administrator of such estate or the beneficiary thereof, may
exercise such nonqualified stock option within [twelve months] following the
death of such optionee, provided, however, that the exercise of such option
shall otherwise be pursuant to the term of such option.
SECTION 6.03. WRITTEN NOTICE REQUIRED. Any option granted pursuant to
the terms of the Plan shall be considered exercised when written notice of that
exercise, together with the investment representations described in Section
7.01, if any, have been given to the Company at its principal office by the
person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the Company. Upon
receipt thereof, and in connection with the transfer of Common Stock, the
Company shall provide optionee with a written statement containing the
information required by Section 6039(a) of the Code.
SECTION 6.04. LIMITATION ON EXERCISE. In the event an optionee shall
exercise his or her option to acquire Common Stock in whole or in part, with
shares of Common Stock previously acquired thereby through the exercise of an
incentive stock option, all such shares shall have been held by each optionee
for the applicable periods provided by Code Section 422(a)(1) prior to their
tender to the Company in exercise of such option.
SECTION 7.01. COMPLIANCE WITH STATE AND FEDERAL LAWS. Shares of Common
Stock shall not be issued with respect to any option granted under the Plan
unless the exercise of that option and the issuance and delivery of the Common
Stock pursuant to that exercise shall comply with all relevant provisions of
state and federal laws, rules and regulations, and the requirements of any stock
exchange upon which the Common Stock may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to that
compliance. If any law or any regulation of any federal or state body having
jurisdiction shall require the Company or the optionee to take any action in
connection with the shares specified in the optionee's notice, then the date for
the delivery of the shares shall be adjourned until the completion of the
necessary action. The Plan Administrators also shall
6
<PAGE>
require (to the extent required by applicable laws, rules and regulations) an
optionee to burnish evidence satisfactory to the Company (including a written
and signed representation letter and a consent to be bound by any transfer
restrictions imposed by law, legend condition, or otherwise) that the Common
Stock is being purchased only for investment and without any present intention
to sell or distribute the Common Stock in violation of any law, rule or
regulation. Further, each optionee shall consent to the imposition of a legend
on the shares of Common Stock subject to his or her option restricting their
transferability as may be required by applicable laws, rules and regulations.
SECTION 8.01. EMPLOYMENT OF OPTIONEE. In connection with the granting
of incentive stock options, THE Plan Administrator may provide that a particular
option will not be exercisable in whole OR IN PART FOR A period of time, and
then only if the optionee remains an employee of the Company until that time.
Nothing in the Plan (including the foregoing sentence) or in any option
agreement entered into under the Plan shall confer upon any optionee any right
to continued employment by the Company, or limit in any way the right of the
Company at any time to terminate or alter the terms of that employment.
SECTION 9.01. OPTION RIGHTS UPON TERMINATION OF EMPLOYMENT.
(a) Incentive Stock Options. If an optionee ceases to be employed by
the Company, without regard to the anticipated duration of that unemployment,
for any reason other than death or permanent and total disability, his or her
incentive stock option shall immediately terminate, unless an option agreement
allows the option to be exercised (to the extent exercisable on the date of
termination of employment) at any time within three (3) months after the date of
termination of employment. For this purpose the employment relationship in
respect of which an incentive stock option shall have been granted shall be
deemed to continue while the optionee to whom said option shall have been
granted shall be on military leave, leave on account of illness or other bona
fide leave determined in the discretion of the Plan Administrators, provided the
period of such leave shall not exceed ninety (90) days, or if longer, so long as
the right of the optionee to reemployment with the Company is guaranteed either
by operation of law or contract. If such reemployment is not so guaranteed by
operation of law or contract, then such employment relationship shall be deemed
to terminate on the ninety-first (91st) day of such leave.
7
<PAGE>
(b) Nonqualified Stock Options. IF an optionee ceases to be a director
of the Company for any reason other than death or permanent and total
disability, his or her nonqualified stock option shall immediately terminate,
unless an option agreement allows the option to be exercised (to the extent
exercisable on the date he ceases to be a director) at a time following such
termination.
SECTION 10.01. OPTION RIGHTS UPON DEATH OR DISABILITY. Except as
OTHERWISE LIMITED BY the Plan Administrators at the time of the grant of an
incentive stock option, if an optionee dies or becomes permanently and totally
disabled within the meaning of Section 105(d)(4) of the Code while employed by
the Company, or dies within three months after ceasing to be an employee
thereof, his or her option shall expire one year after the date of death or the
date of permanent and total disability unless either the option agreement or the
Plan otherwise provides for earlier termination. During that one year (or
shorter) period, the unexercised portion of the incentive stock option may be
exercised by the optionee, if living, OR by the person or persons to whom the
optionee's rights under the option shall pass BY WILL OR by the laws of descent
and distribution, but only to the extent that the optionee is entitled to
exercise the option at the date of death or the date of permanent and total
disability, as the case may be.
SECTION 11.01. PRIVILEGES OF STOCK OWNERSHIP. Notwithstanding the
exercise of any option granted pursuant to the Plan, no optionee shall have any
of the rights or privileges of a stockholder of the Company in respect of any
shares of Common Stock issuable upon the exercise of his or her option until the
optionee becomes a stockholder of record.
SECTION 12.01. OPTIONS NOT TRANSFERABLE. Options granted pursuant to
the terms of the Plan may not be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent or distribution and may be
exercised during the lifetime of an optionee only by that optionee.
SECTION 13.01. ADJUSTMENT FOR CHANGES IN CAPITALIZATION OR
ORGANIZATION;ACCELERATION OF RIGHT TO EXERCISE OPTION. All options granted
pursuant to the Plan shall be adjusted in a manner prescribed by this section.
(a) If the outstanding shares of the Common Stock of the Company are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and
8
<PAGE>
proportionate adjustment shall be made in the maximum number and kind of shares
of stock as to which options may be granted under the Plan. A corresponding
adjustment changing the number or kind of shares of stock allocated to
unexercised options or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options shall be made without change in the aggregate purchase price applicable
to the unexercised portion of the option, but with a corresponding adjustment in
the price for each share of stock or other unit of any security covered by the
option.
(b) Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger, combination or consolidation of the
Company with one or more other corporations in which the Company is not the
surviving corporation, or of the transfer of substantially all of the assets or
stock of the Company to another corporation, the Plan and any option theretofore
granted hereunder shall terminate unless provision is made in writing in
connection with that transaction for the continuance of the Plan and for the
assumption of options theretofore granted hereunder, or the substitution for
those options of new options covering the stock of the successor corporation, or
a parent or subsidiary thereof, with appropriate adjustments, as determined or
approved by the Plan Administrators, as to the number and kind of shares of
stock subject to the substituted options and prices therefor, in which event the
Plan and the options theretofore granted, or the new options substituted
therefor, shall continue in the manner and under the terms so provided. For the
purposes of the preceding sentence, the excess of the aggregate fair market
value of the shares subject to the option immediately after the substitution or
assumption over the aggregate option price of those shares shall not be more
than the excess of the aggregate fair market value of the shares subject to the
option immediately before the substitution or assumption over the aggregate
option price of those shares, and the new option or assumption of the old option
shall not give the optionee additional benefits which the optionee did not have
under the old option.
In the event of (i) such dissolution, liquidation, reorganization,
merger, combination, consolidation or sale or transfer of assets or stock in
which provision is not made in the transaction, prior to the receipt of
regulatory approval of such transaction, for the continuance of the Plan and for
the assumption of options theretofore granted or the substitution for those
options of new options covering the securities of a successor corporation or a
parent or subsidiary thereof, each optionee (or that person's estate or a person
who acquired the right to exercise the option from the optionee by bequest or
9
<PAGE>
inheritance) shall be entitled, after the receipt of such regulatory approval
and prior to the effective date of the consummation of any such transaction, to
purchase, in whole or in part, the full number of shares of Common Stock under
the option or options granted to him or her which he or she would otherwise have
been entitled to purchase during the remaining term of the option and without
regard to any otherwise applicable exercise restrictions set forth in the option
agreement. To the extent that any such exercise relates to stock that is not
otherwise available for purchase through the exercise of the option by the
optionee at that time, the exercise shall be contingent upon the consummation of
that dissolution, liquidation, reorganization, merger, combination,
consolidation, or sale or transfer of assets or stock.
(c) Notwithstanding the foregoing, in the event of a complete
liquidation of a subsidiary corporation, or in the event that such corporation
ceases to be a subsidiary corporation as that term is defined herein, any
unexercised incentive stock options theretofore granted to an employee of the
subsidiary corporation shall be deemed cancelled three months after the
occurrence of any such event unless the employee shall become employed by the
Company or by any other subsidiary corporation on or before the occurrence of
any such event.
SECTION 14.01. TERMINATION AND AMENDMENT OF PLAN. The Plan shall
terminate ten years after the Effective Date, and no options shall be granted
under the Plan after that termination date; provided, however, that termination
of the Plan shall not terminate any option granted prior thereto, and options
granted prior to termination of the Plan and existing at the time of termination
of the Plan shall continue to be subject to all the terms and conditions of the
Plan as if the Plan had not terminated. Subject to the limitation contained in
Section 14.02, the Plan Administrators may at any time amend or revise the terms
of the Plan (including the form and substance of the option agreements to be
used hereunder), provided that no amendment or revision shall (i) increase the
maximum aggregate number of shares of Common Stock provided for in Section 3.01
that may be sold pursuant to options granted under the Plan, except with the
approval of the stockholders of the Company and the Commissioner of Banks for
the State of New Hampshire or except as required under the provisions of Section
13.01(a),(ii) permit the granting of an option to anyone other than as provided
in Section 4.01, (iii) increase the maximum term provided for in Sections 5.02
and 5.04 of any option, or (iv) change the minimum purchase price for shares of
Common Stock under Sections 5.03 and 5.04.
11
<PAGE>
SECTION 14.02. PRIOR RIGHTS AND OBLIGATIONS. No amendment, suspension
or termination of the Plan shall, without the consent of the optionee, alter or
impair any of that optionee's rights or obligations under any option granted
under the Plan prior to that amendment, suspension or termination.
SECTION 15.01. APPROVAL OF STOCKHOLDERS. Within 12 months before or
after its adoption by the Board of Directors of the Company, as provided by
Section 5.01, the Plan must be approved by stockholders of the Company holding
at least two-thirds of the voting stock of the Company voting in person or by
proxy at a duly held stockholders' meeting. Options may be granted under the
Plan prior to obtaining those approvals, subject to the limitations of Section
14.01 concerning the period during which options may be granted, but those
options shall be contingent upon those approvals being obtained and may not be
exercised prior to the receipt of those approvals.
SECTION 16.01. RESERVATION OF SHARES OF COMMON STOCK. The Company,
during the term of the Plan, will at all times reserve and keep available a
sufficient number of shares of Common Stock to satisfy the requirements of the
Plan. In addition, the Company will from time to time, as is necessary to
accomplish the purposes of the Plan, seek to obtain from any regulatory agency
having jurisdiction any requisite authority in order to grant options under the
Plan and to issue and sell shares of Common Stock hereunder. The inability of
the Company to obtain from any regulatory agency having jurisdiction the
authority deemed by the Company's counsel to be necessary to the lawful issuance
and sale of Common Stock hereunder shall relieve the Company of any liability in
respect of the nonissuance or sale of the stock as to which the requisite
authority shall not have been obtained.
SECTION 17.01. HEADINGS. The headings of the sections of the Plan are
for convenience only and shall not be considered or referred to in resolving
questions of interpretation.
SECTION 18.01. BROKERS' COMMISSIONS. No commission may be paid to
brokers on the sale by the Company to the optionee of stock that is optioned and
sold under the Plan.
SECTION 19.01. ADOPTION. The Plan has been adopted by a resolution duly
adopted by Board of Directors of the Company on _________________, 199_.
12
Exhibit 4.2 Stock Option Agreement pursuant to the New Hampshire Thrift
Bancshares, Inc. 1996 Stock Option Plan
<PAGE>
NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
STOCK OPTION AGREEMENT
- -
_________________________________________ _______ ________ _____
NAME OF OPTIONEE SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________________ _______________ _______________________
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms
and conditions on which an Stock Option has been granted under the New Hampshire
Thrift Bancshares, Inc. Stock Option Plan. Set forth below are the specific
terms and conditions applicable to this Stock Option.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
Option Grant (A) (B) (C) (D) (E)
=====================================================================================================================
<S> <C> <C> <C> <C> <C>
ISO or NQSO
- ---------------------------------------------------------------------------------------------------------------------
Grant Date:
- ---------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares* Common Common Common Common Common
- ---------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ---------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ---------------------------------------------------------------------------------------------------------------------
VESTING
- ---------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ---------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
=====================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, the Company grants this Stock Option upon the
specified terms and conditions, and the Optionee acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
NEW HAMPSHIRE THRIFT BANCSHARES, INC. OPTIONEE
By______________________________________ ___________________________________
NAME:_______________________________
TITLE:______________________________
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Plan
Administrators. Any blank space intentionally left blank should be crossed out.
An option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
-1-
<PAGE>
EXHIBIT A
---------
NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If indicated, and only if
indicated, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986. Options granted to outside directors will not be incentive stock options.
SECTION 2. OPTION PERIOD. (a) Subject to section 2(b), the
Optionee shall have the right to purchase all or any portion of the optioned
Common Stock at any time during the period ("Option Period") commencing on the
Earliest Exercise Date and ending on the earliest to occur of the following
dates:
(i) the last day of the ten-year period commencing on the
Grant Date;
(ii) the last day of the three-month period commencing on the
date of the Optionee's termination of service with the Company other
than for death, permanent and total disability within the meaning of
section 22(e)(3) of the Code ("Disability") or Termination for Cause
(as defined in any service agreement with the Company) or if the
Optionee dies or becomes permanently disabled within three (3) months
after his or her termination of service, the last day of twelve-month
period commencing on the date of death of the date of Disability;
(iii) the last day of the twelve-month period commencing on
the date of the Optionee's termination of service with the Company by
reason of death or Disability;
(iv) the date the Optionee ceases to provide services for the
Company due to a Termination for Cause;
(v) if the option is an incentive stock option and if, as of
the date of this grant, the Optionee owns Common Stock comprising more
than 10% of the total combined voting power of all classes of stock of
the Company, the last day of the five-year period commencing on the
Grant Date.
(b) Upon the termination of the Optionee's service with the
Company, any Option granted hereunder for which the Earliest Exercise Date has
not occurred is deemed forfeited.
(c) For the purposes of this section 2, the service
relationship for the Optionee will be deemed to continue while the Optionee is
on military leave, leave on account of illness or other bona fide leave
determined in the discretion of the Plan Administrators, provided the period of
such leave shall not exceed ninety (90) days, or if longer, so long as the right
of the Optionee to return is guaranteed either by operation of law or contract.
If such return is not so guaranteed by operation of law or contract, then such
service relationship shall be deemed to terminate on the ninety-first (91st) day
of such leave.
SECTION 3. EXERCISE PRICE. During the Option Period, the
Optionee shall have the right to purchase all or any portion of the Optioned
Common Stock at the Exercise Price per Share.
SECTION 4. METHOD OF EXERCISE. The Optionee may, at any time
during the Option Period provided by section 2, exercise his right to purchase
all or any part of the optioned Common Stock then available for purchase;
PROVIDED, HOWEVER, that the minimum number of shares of optioned Common Stock
which may be purchased shall be one hundred (100) or, if less, the total number
of shares of optioned Common Stock then available for pur chase. The Optionee
shall exercise such right by:
(a) giving written notice to the Plan Administrator, in the
form attached hereto as Appendix A; and
(b) delivering to the Plan Administrator full payment of the
Exercise Price for the Optioned Shares to be purchased.
-2-
<PAGE>
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of New Hampshire Thrift Bancshares, Inc., (ii) in Shares duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by the Optionee and having a fair market value equal to the Exercise
Price, such fair market value to be determined in such manner as may be provided
by the Plan Administrator or the Administrator or as may be required in order to
comply with or conform to the requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii). In the event that an
Optionee shall exercise his or her option in whole or in part with Common Stock
previously acquired through the exercise of an incentive stock option, all such
shares shall have been held by the Optionee for the applicable periods provided
by section 422(a) of the Code prior to their tender to the Company in the
exercise of such option.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Optionee has satisfied
the requirements of section 4, the Plan Administrators shall take such action as
is necessary to cause the Company to issue a stock certificate evidencing the
Optionee's ownership of the optioned Common Stock that have been purchased. The
Optionee shall have no right to vote nor have any other rights with respect to
optioned Common Stock, prior to the date as of which such optioned Common Stock
are transferred to the Optionee on the stock transfer records of the Company,
and no adjustments shall be made for any dividends or other rights for which the
record date is prior to the date as of which such transfer is effected. The
obligation of the Company to deliver Common Stock under this Agreement shall, if
the Plan Administrators so request, be conditioned upon the receipt of a
representation as to the investment intention of the Optionee to whom such
Common Stock is to be delivered, in such form as the Plan Administrator shall
determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Common Stock
or upon the occurrence of any other event eliminating the necessity of such
representation. The Company shall not be required to deliver any Common Stock
under this Agreement prior to (a) the admission of such Common Stock to listing
on any stock exchange on which Common Stock may then be listed, or (b) the
completion of such registration or other qualification under any state or
federal law, rule or regulations as the Plan Administrators shall determine to
be necessary or advisable.
SECTION 6. RESTRICTIONS ON GRANT AND SALE. (a) In the case of
an incentive stock option, if, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as of the
date of the grant) of Common Stock subject to an option which first become
available for purchase during such calendar year, and (ii) equals the Fair
Market Value (determined as of the date of grant) of Common Stock subject to any
other Stock Options and previously granted to the same Optionee which first
become exercisable in such calendar year, then that portion of the Common Stock
subject to such options which causes the sum of (i) and (ii) to exceed $100,000
shall be deemed to be Common Stock granted pursuant to a non-qualified option,
with the same terms as the option or options intended to be an incentive stock
option;
(b) Except with the prior written approval of the Plan
Administrator, no individual shall dispose of Common Stock acquired pursuant to
the exercise of an incentive stock option until after the later of (i) the
second anniversary of the date on which the incentive stock option was granted,
or (ii) the first anniversary of the date on which the incentive stock option
was acquired; in effect, there is a one year holding period from the time of
exercise until the time of sale.
SECTION 7. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each per son who is then a shareholder of record, the number of shares
of Common Stock subject to the option granted hereunder and the Exercise Price
per share of such option shall be adjusted in accordance with section 13.01 of
the Plan to account for such event. In the event of any merger, consolidation,
or other business reorganization in which the Company is not the surviving
entity, the option granted hereunder shall be accelerated and/or adjusted in
accordance with section 13.01 of the Plan.
SECTION 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement nor any action of the Board or Plan Administrators with respect to
this Agreement shall be held or construed to confer upon the Optionee any right
to a continuation of service with the Company. The Optionee may be dismissed or
otherwise dealt with as though this Agreement had not been entered into.
-3-
<PAGE>
SECTION 9. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Plan Administrators:
New Hampshire Thrift Bancshares, Inc.
9 Main Street
Newport, New Hampshire 03773
Attention: Administrator of New Hampshire Thrift
Bancshares, Inc. Stock Option Plan
-------------------------------------
(b) If to the Optionee, to the Optionee's address as
shown in the Company's personnel records.
SECTION 11. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by the Optionee
other than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, the option granted hereunder shall be exercisable only
by him.
SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and the Optionee and
their respective heirs, successors and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 14. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New Hampshire
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal law.
SECTION 15. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and the Optionee.
SECTION 16. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Optionee acknowledges receipt of a copy of the Plan.
SECTION 17. CHANGE IN CONTROL. In the event (i) of a "change
in control" as defined in the Plan or (ii) an agreement is reached for the
dissolution, liquidation, reorganization, merger, combination, consolidation or
sale or transfer of assets or stock in which provision is not made in the
transaction, prior to the receipt of regulatory approval of such transaction,
for the continuance of the Plan and for the assumption of options theretofore
granted or the substitution for those options of new options covering the stock
of a successor corporation or a parent or subsidiary thereof, the Optionee (or
that person's estate or a person who acquired the right to exercise the option
from the Optionee by bequest or inheritance) shall be entitled, to purchase, in
whole or in part, the full number of shares of Common Stock granted hereunder
which he or she would otherwise have been entitled to purchase during the
remaining Option Period and without regard to any otherwise applicable exercise
restrictions set forth herein.
-4-
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT
NEW HAMPSHIRE THRIFT BANCSHARES, INC. STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
1. INSTRUCTIONS. Use this Notice to inform the Plan Administrator
administering the New Hampshire Thrift Bancshares, Inc. Stock Option Plan
("Plan") that you are exercising your right to purchase shares of common
stock ("Shares") of New Hampshire Thrift Bancshares, Inc. ("Company")
pursuant to a stock option ("Option") granted under the Plan. If you are
not the person to whom the Option was granted ("Option Recipient"), you
must attach to this Notice proof of your right to exercise the Option
granted under the Stock Option Agreement entered into between the Company
and the Option Recipient ("Agreement"). This Notice should be personally
delivered or mailed by certified mail, return receipt requested to: New
Hampshire Thrift Bancshares, Inc., 9 Main Street, Newport, New Hampshire
03773 Attention: Plan Administrator of Stock Option Plan. The effective
date of the exercise of the Option shall be the earliest date practicable
following the date this Notice is received by the Plan Administrator, but
in no event more than three days after such date ("Effective Date"). Except
as specifically provided to the contrary herein, capitalized terms shall
have the meanings assigned to them under the Plan. This Notice is subject
to all of the terms and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between the
Company and ____________ [ENTER THE NAME OF THE OPTION RECIPIENT], I hereby
exercise my right to purchase __________ Shares at an Exercise Price per
Share of $_________, for a Total Exercise Price of $_____________ [ENTER
THE PRODUCT OF THE NUMBER OF SHARES MULTIPLIED BY THE EXERCISE PRICE PER
SHARE]. As a payment for such Shares, I [CHECK AND COMPLETE ONE OR MORE;
THE SUM OF THE AMOUNTS SHOWN IN (A), (B) AND (C), MUST EQUAL THE TOTAL
EXERCISE PRICE SHOWN ABOVE:
(A) / / enclose a certified check, money order, or bank
draft payable to the order of New Hampshire Thrift
Bancshares, Inc. in the amount of $__________
(B) / / enclose Shares duly endorsed for transfer to the
Company with all necessary stock transfer stamps
attached and having a fair market value of $__________
Total Exercise Price $__________
3. ISSUANCE OF CERTIFICATES. I hereby direct that the stock certificates
representing the Shares purchased pursuant to section 2 above be issued to
the following person(s) in the amount specified below:
Social Security Number of
Name and Address Number Shares
---------------- --------------- -----------
- -
__________________________________ _______ ________ _____ ___________
__________________________________
- -
__________________________________ _______ ________ _____ ___________
__________________________________
4. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not New Hampshire
Thrift Bancshares, Inc.) regarding the application of all laws --
particularly tax and securities laws -- to the transactions to be effected
pursuant to my Option and this Notice. I understand that I will be
responsible for paying any federal, state and local taxes that may become
due upon the sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and that I must
consult with my own tax advisor regarding how and when such income will be
reportable.
_________________________________________ ___________________________
Signature Date
________________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
ADMINISTRATOR
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked _________________
Date of Post Mark
By__________________________________ _________________
Authorized Signature Date of Receipt
Exhibit 5 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to
the legality of the securities being registered
Exhibit 23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof)
<PAGE>
[Letterhead of Thacher Proffitt & Wood]
Writer's Direct Dial
(212) 912-7435
July 14, 1997
New Hampshire Thrift Bancshares
9 Main Street
Newport, New Hampshire 03773
Re: New Hampshire Thrift Bancshares 1996 Stock Option Plan
------------------------------------------------------
Dear Sirs:
We have acted as counsel for New Hampshire Thrift Bancshares,
a Delaware corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 168,950 shares of its common stock,
par value $.01 per share ("Shares"), which are authorized but unissued Shares
which have been reserved for issuance ("Original Issue Shares") upon exercise of
options granted pursuant to the New Hampshire Thrift Bancshares, Inc. 1996 Stock
Option Plan ("Plan"). In rendering the opinion set forth below, we do not
express any opinion concerning law other than the federal law of the United
States and the corporate law of the States of New York and Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the
Original Issue Shares which are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms of the Plan, such Original Issue Shares will be validly issued,
fully paid and non-assessable.
<PAGE>
New Hampshire Thrift Bancshares
July 14, 1997 Page 2.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
law).
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Douglas J. McClintock
----------------------------
Exhibit 23.2 Consent of Shatswell, MacLeod & Co.
<PAGE>
[Letterhead of Shatswell, MacLeod & Company, P.C.]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation in this Registration Statement of New Hampshire
Thrift Bancshares, Inc. and Subsidiary on Form S-8, of our report dated January
22, 1997, included in the Annual Report of New Hampshire Thrift Bancshares, Inc.
and Subsidiary as of December 31, 1996 and for the year then ended.
/s/ Shatswell, MacLeod & Company, P.C.
SHATSWELL, MacLEOD & COMPANY, P.C.
West Peabody, Massachusetts
July 14, 1997
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes or is deemed to include two forms of
prospectus: one to be sent or given to certain participants (the "Employee
Prospectus") in the New Hampshire Thrift Bancshares, Inc. 1996 Stock Option Plan
("Plan") pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities
Act of 1933, as amended ("Securities Act"), and one to be used in connection
with certain reoffers and resales (the "Resale Prospectus") of shares of Common
Stock, par value $0.01 per share, of New Hampshire Thrift Bancshares, Inc. (the
"Company") by participants in the Plan as contemplated by Instruction C to Form
S-8 under the Securities Act. The form of Employee Prospectus has been omitted
from this registration statement as permitted by Part I of Form S-8. The form of
Resale Prospectus is included herein immediately following this page.
<PAGE>
PROSPECTUS
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
168,950 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
OFFERED OR TO BE OFFERED BY CERTAIN SELLING SHAREHOLDERS OF
NEW HAMPSHIRE THRIFT BANCSHARES, INC. FOLLOWING THEIR ACQUISITION UNDER THE
NEW HAMPSHIRE THRIFT BANCSHARES, INC. 1996 STOCK OPTION PLAN
Certain holders of New Hampshire Thrift Bancshares, Inc.
Common Stock ("NHTB Common Stock") may offer, from time to time, up to 168,950
shares of NHTB Common Stock which they acquired under the New Hampshire Thrift
Bancshares, Inc. 1996 Stock Option Plan ("Plan") pursuant to the exercise of
options thereunder. The shares may be sold directly by the holder to purchasers
or may be given by the holder to donees, such as members of the holder's family
or charitable organizations, and then sold by the donee to the purchasers. Sales
may occur through the facilities of the National Association of Securities
Dealers Automated Quotation ("Nasdaq") National Market System, on which the
shares are quoted, or may occur privately.
This Prospectus relates to 168,950 authorized shares of NHTB
Common Stock reserved for issuance under the Plan. In addition, this Prospectus
covers an indeterminate number of additional shares of NHTB Common Stock that,
by reason of certain events specified in the Plan, may be acquired by the
selling shareholders under the Plan through options granted thereunder. Such
shares are, at the date hereof, either unissued shares or are held as treasury
stock by New Hampshire Thrift Bancshares, Inc. (the "Company"). It is suggested
that this Prospectus be retained for future reference. THIS PROSPECTUS CONTAINS
A DISCUSSION OF MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF SHARES OF THE
COMPANY. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR
THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY
OTHER GOVERNMENT AGENCY.
-----------------------------
The date of this prospectus is July 14, 1997.
-1-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended ("Exchange Act") and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Information, as of particular dates,
concerning directors and officers, their remuneration, options granted to them,
the principal holders of NHTB Common Stock, and any material interest of such
persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the Commission. Such
reports, proxy statements, and other information can be inspected and copied at
the offices of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street
N.W., Washington, D.C. 20549; at Public Reference Facilities in the Chicago
Regional Office, 500 West Madison Street, Chicago, Illinois 60661; and at the
New York Regional Office in Seven World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates.
NHTB Common Stock is traded in the over-the-counter market and is quoted on the
Nasdaq National Market System. Reports, proxy material and other information
concerning the Company may also be inspected at the offices of the National
Association of Securities Dealers, 1735 K Street N.W., Washington D.C. 20006-
1500.
The Company has filed with the Commission in Washington D.C.,
a Registration Statement under the Securities Act of 1933, as amended, with
respect to the securities to which this prospectus relates. As permitted by the
rules and regulations of the Commission, this prospectus does not contain all
the information set forth in the Registration Statement, including the exhibits
thereto, which may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon payment of the
prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the New Hampshire
Thrift Bancshares, Inc. Annual Report on 10-KSB for the year ended December 31,
1996, filed by the Company pursuant to Section 13 of the Exchange Act. The
description of the class of securities offered under the Plan is described in
the Registration Statement on Form S-4, and any amendments thereto, filed by the
Company with the Commission. Such description is incorporated by reference
herein.
All documents filed by the Company pursuant to Sections 13,
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities made hereby are
incorporated herein by reference, and such documents shall be deemed to be a
part hereof from the date of filing of 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 Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
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<PAGE>
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests shall be directed to Mr. Stephen
R. Theroux, Executive Vice President, Chief Financial Officer, New Hampshire
Thrift Bancshares, Inc., 9 Main Street, Newport, New Hampshire 03773. Telephone
requests may be directed to (603) 863-5772.
The principal executive offices of the Company are located at
9 Main Street, Newport, New Hampshire 03773. The telephone number at such
offices is (603) 863-5772.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in deciding
whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES
The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest income, which
is the difference between its interest income on interest-earning assets -- such
as loans, mortgage-backed and mortgage-related securities and investment
securities -- and its interest expense on interest-bearing liabilities, such as
deposits and other borrowings. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to changes in
interest rates, particularly if there is a substantial variation in the timing
between the repricing of its assets and the liabilities which fund them. The
Company will continue to be affected by general changes in levels of interest
rates and other economic factors beyond its control. At December 31, 1996, the
Company had net interest-bearing liabilities maturing or repricing within one
year which exceeded its net interest-earning assets maturing or repricing in the
same time period by $24.1 million, representing a negative cumulative one-year
interest sensitivity gap of 9.58% of total assets. As a result of the Company's
negative gap position, the yield on interest-earning assets of the Company will
adjust to changes in interest rates at a slower rate than the cost of the
Company's interest-bearing liabilities. As a consequence, any significant
increase in interest rates may have an adverse effect on the Company's results
of operations. Conversely, any significant decline in interest rates may have a
positive impact on the Company's results of operations as the cost of the
Company's interest-bearing liabilities will tend to reprice downward at a faster
rate than the Company's earning assets. Increases in the level of interest rates
also may adversely affect the value of the Company's debt securities and other
earning assets and the resultant ability to realize gains on the sale of such
assets. Generally, the value of fixed rate instruments fluctuates inversely with
changes in interest rates. As a result, increases in interest rates could result
in decreases in the carrying value of interest-earning assets which could
adversely affect the Company's results of operations if sold or, in the case of
interest-earning assets classified as available for sale, the Company's equity
if
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<PAGE>
retained. Increases in interest rates also can affect the type (fixed-rate or
adjustable-rate) and amount of loans originated by the Company and the average
life of loans and securities, which can adversely impact the yields earned on
the Company's loan and securities portfolio.
RISKS OF THE ACQUISITION
On January 22, 1997, the Company's wholly owned subsidiary,
Lake Sunapee Bank, fsb, a federal stock savings bank (the "Bank"), completed its
acquisition (the "Acquisition") of Landmark Bank ("Landmark"). Following
completion of the acquisition, NHTB will have assets of $315 million. Under
terms of the merger agreement, shareholders of Landmark could elect to either
receive $12.00 in cash per share of Landmark or to exchange their stock in
Landmark for stock in the Company pursuant to an exchange ratio of 1.1707,
subject to 40% of the outstanding shares of Landmark being converted to cash and
60% being exchanged for NHTB Common Stock. Pursuant to the Acquisition,
approximately $2.3 million was paid to Landmark shareholders in cash, and
approximately 332,600 shares of NHTB Common Stock were exchanged for shares
Landmark stock.
Prior to the Acquisition, neither the Company nor the Bank had
acquired another savings bank or other financial institution. The future growth
of the Bank and the Company will depend, in part, on the success of the
Acquisition. The success of the Acquisition will, in turn, depend, on a number
of factors, including: the Bank's ability to integrate Landmark's branches into
the current operations of the Bank; the Bank's ability to limit the outflow of
deposits held by customers in Landmark branches; the Bank's ability to control
the incremental non-interest expense from the Acquisition in a manner that
enables the Bank to improve its overall operating efficiencies; and the Bank's
ability to retain and integrate the appropriate personnel of Landmark into the
operations of the Bank. No assurance can be given that the Bank will be able to
integrate Landmark successfully; that the Bank will be able to achieve results
in the future similar to those achieved by the Bank in the past; or that the
Bank will be able to manage effectively its growth resulting from the
Acquisition.
MARKET COMPETITION
The New England area has many financial institutions. All of
these financial institutions are competitors of the Bank to varying degrees and
many are significantly larger and have greater financial resources than the
Bank. The Bank's competition for loans and deposits comes principally from
savings and loan associations, savings banks, commercial banks, mortgage banking
companies, insurance companies and credit unions. In addition, the Bank faces
increasing competition for deposits from non-bank institutions such as brokerage
firms and insurance companies in such areas as short-term money market funds,
corporate and government securities funds, mutual funds and annuities and
insurance. Competition may also increase as a result of the lifting of
restrictions on the interstate operations of financial institutions.
-4-
<PAGE>
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION
Legislative proposals to restructure the organization and
regulation of the financial services industry have been submitted to Congress in
recent years. In addition, the Deposit Insurance Funds Act of 1996 (the "1996
Funds Act") requires the Secretary of the Treasury to conduct a study of the
relevant factors with respect to the development of a common charter for all
insured depository institutions and to the abolition of separate charters for
banks and thrifts, and the Secretary of the Treasury is to report his
conclusions and findings to the Congress on or before March 31, 1997. Several
bills have been introduced in Congress to remove various statutory restrictions
on the operations and activities of financial institutions, and two of these
bills include proposed amendments to eliminate the federal thrift charter. One
bill would require a federal thrift to convert to a bank charter and the other
bill would give the federal thrift the option to convert to a national or state
chartered bank or to a state savings and loan association. Under these bills
existing thrift holding companies, such as the Company, would be grandfathered
and continue to be able, in the absence of certain events, to engage in the same
activities as were permissible for it before the enactment of the new law. Other
proposed statutory changes would permit (a) depository institutions to engage in
a wider range of securities and insurance activities and (b) affiliations
between depository institutions and insurance, securities and other financial
companies. The outcome of these efforts to eliminate the thrift charter and to
change the regulation of depository institutions and their holding companies is
uncertain. Therefore, the Company is unable to determine the extent to which any
such legislation, if enacted, would affect the Company's business.
INCREASED NUMBER OF REGISTERED SHARES
Public trading in the Company's Common Stock may be
characterized by a small trading volume. The addition of a substantial number of
additional shares eligible for public trading may have the effect of creating an
excess of the supply of shares for sale over the demand for shares to be
purchased, which may lead to a decline of the prevailing prices at which shares
of the Common Stock may trade.
USE OF PROCEEDS
The shares will be offered by certain employees or former
employees of the Company who are present or former participants in the Plan, or
their beneficiaries, for their personal accounts, and the proceeds from such
sale will be used by them for their personal benefit. The Company will not
receive any portion of the payment for the shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions) prevailing at
the time of the sale in the case of
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<PAGE>
transactions on the Nasdaq National Market System and negotiated prices related
to market prices in private negotiated transactions not on any securities
exchange.
SELLING SECURITY HOLDERS
The persons selling shares of NHTB Common Stock offered hereby
will be participants or former participants in the New Hampshire Thrift
Bancshares, Inc. 1996 Stock Option Plan. Participants in the Plan include the
following persons, who are affiliates of the Company, as that term has been
defined by the Commission:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF PERCENTAGE
NUMBER OF SHARES SHARES TO OF CLASS TO
POSITION AT COMPANY OR SHARES COVERED BY BE HELD BE OWNED
SELLING AFFILIATES WITHIN THE PAST BENEFICIALLY THIS AFTER AFTER
SHAREHOLDER THREE YEARS OWNED(1)(2) PROSPECTUS(2) OFFERING(3) OFFERING(4)
<S> <C> <C> <C> <C> <C>
=====================================================================================================================
Stephen W. Ensign President and Chief Executive 51,216 0 51,216 2.5%
Officer and Director
- ---------------------------------------------------------------------------------------------------------------------
John. J. Kiernan Chairman of the Board 31,295 6,000 25,295 1.2%
- ---------------------------------------------------------------------------------------------------------------------
Stephen R. Theroux Director, Executive Vice 24,133 0 24,133 1.2%
President and Chief Financial
Officer
- ---------------------------------------------------------------------------------------------------------------------
Ralph B. Fifield, Jr.Director 12,988 6,000 6,988 *
- ---------------------------------------------------------------------------------------------------------------------
John A. Kelly, Jr. Director 14,040 6,000 8,040 *
- ---------------------------------------------------------------------------------------------------------------------
Dennis A. Morrow Director 19,398 6,000 13,398 *
- ---------------------------------------------------------------------------------------------------------------------
Priscilla W. Ohler Director 14,768 6,000 8,768 *
- ---------------------------------------------------------------------------------------------------------------------
Perry R. Smith, Jr. Director 9,216 6,000 3,216 *
- ---------------------------------------------------------------------------------------------------------------------
John E. Johannesson Director 6,000 6,000 0 *
- ---------------------------------------------------------------------------------------------------------------------
Kenneth D. Weed Director 20,956 6,000 14,956 *
=====================================================================================================================
</TABLE>
(1) Beneficial ownership in this table includes (a) the number of shares
of Company Common Stock which such person has the right to acquire by the
exercise of stock options, whether or not the stock options are vested as of
March 31, 1997, (b) the number of shares held in such person's name in trust or
otherwise under all of the Company's employee benefit plans and (c) the number
of shares as to which such person shares voting and investment power. The
figures reported in this column are as reported by shareholder on a Form 4 or
Form 3 filed with the Commission.
(2) Represents options granted as of December 31, 1996, which is the
most recent date as of which such information is available.
(3) Assumes that all shares presently owned and hereafter acquired under
the Plan are sold.
(4) Percentage with respect to each person has been calculated on the
basis of 2,041,274 shares of Company Common Stock outstanding as of March 31,
1997 as reported to the Commission on Form 10QSB. (*) denotes less than 1% of
outstanding Common Stock.
PLAN OF DISTRIBUTION
The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time to time in
private transactions. The Company does not expect to bear the expense of such
sales.
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<PAGE>
LEGAL OPINIONS
The legal status of the shares of NHTB Common Stock offered
hereby will be passed upon for the Company by Thacher Proffitt & Wood,
Washington, D.C.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries, incorporated by reference in this Prospectus, have been audited by
Shatswell MacLoed & Co., independent auditors, for the periods indicated in
their report thereon, which is included in the Annual Report on Form 10-KSB for
the year ended December 31, 1996. The consolidated financial statements audited
by Shatswell MacLeod & Co., have been incorporated herein by reference in
reliance on their report given on their authority as independent auditors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("DGCL") and by the Certificate of
Incorporation of the Company.
Section 145 of the DGCL, INTER ALIA, empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
another corporation or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed action or suit if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and provided further
that (unless a court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation. Any such indemnification
may be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him
-7-
<PAGE>
in any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article IX of the Certificate of Bylaws of the Company
provides, among other things, that the Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, and any appeal therein, whether civil,
criminal, administrative, arbitrative or investigate (other than an action by or
in the right of the Company) by reason of the fact that he or she 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 corporation, 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 Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, and any appeal therein, and against amounts paid in
settlement by or in the right of the Company to procure a judgment in its favor
by reason of the fact 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 corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action, suit, or proceeding,
and any appeal therein, and against amounts paid in settlement 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; PROVIDED, HOWEVER, that no indemnification shall
be made against expenses in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Company or against amounts paid in
settlement unless and only to the extent that there is a determination that
despite the adjudication of liability or the settlement, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses or amounts paid in settlement.
Article IX also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, among other things,
against any liability, regardless of whether or not the Company would have the
power to indemnify those persons against such liability under the law or the
provisions set forth in the Bylaws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No person has been authorized to give any
information or to make any representation not
contained in this Prospectus in connection with NEW HAMPSHIRE THRIFT
the offer made by this Prospectus, and, if given BANCSHARES, INC.
or made, such information or representation
must not be relied upon as having been
authorized by New Hampshire Thrift 168,950 SHARES
Bancshares, Inc. Neither the delivery of this
Prospectus nor any sale made hereunder shall COMMON STOCK
under any circumstances create an implication
that there has been no change in the affairs of ($0.01 PAR VALUE)
New Hampshire Thrift Bancshares, Inc. since
the date hereof or that the information contained Offered or to be Offered by Certain Selling
in this Prospectus is correct as of any date Shareholders
subsequent to the date of this Prospectus. This of New Hampshire Thrift Bancshares, Inc.
Prospectus does not constitute an offer or a Following Their Acquisition
solicitation of an offer to buy any of the under the New Hampshire Thrift
securities offered hereby in any jurisdiction to Bancshares, Inc. 1996 Stock Option Plan
any person to whom it is unlawful to make such
offer in such jurisdiction.
TABLE OF CONTENTS
AVAILABLE INFORMATION.....................................2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........2
RISK FACTORS..............................................3
USE OF PROCEEDS...........................................5 PROSPECTUS
DETERMINATION OF OFFERING PRICE...........................5
SELLING SECURITY HOLDERS..................................6
PLAN OF DISTRIBUTION .....................................6
LEGAL OPINIONS............................................7
EXPERTS...................................................7
INDEMNIFICATION OF DIRECTORS AND OFFICERS.................7 DATED: July 14, 1997
</TABLE>
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