SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1996
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Bancorp Connecticut, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 34-0-25158 06-1394443
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
121 Main Street, Southington, Connecticut 06489
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (860) 628-0351
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Exhibit Index Appears on Page 3
of sequentially numbered pages
Page 1 of 4
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Item 5. Other Events.
On May 15, 1996, the stockholders of Bancorp Connecticut, Inc. (the
"Registrant") approved an amendment to the Registrant's Certificate of
Incorporation to reduce the number of authorized shares of the Registrant's
Common Stock from 12,000,000 shares to 7,000,000 shares.
On May 15, 1996, the Registrant announced that its board of directors had
authorized a stock dividend of twenty percent on all issued and outstanding
shares of the Registrant's Common Stock. The record date for the stock
dividend is June 5, 1996, and the date of distribution is June 19, 1996. In
lieu of the issuance of fractional shares, the Registrant will pay holders
entitled to receive a fractional interest cash.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibit accompanies this Report:
(3)(i) Certificate of Amendment of Certificate of Incorporation
dated May 20, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Bancorp Connecticut, Inc.
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(Registrant)
Dated: May 22, 1996 By: /s/ Anthony Priore, Jr.
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Anthony Priore, Jr.
Treasurer and Secretary
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit Page No.
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(3)(i) Certificate of Amendment of
Certificate of Incorporation
dated May 20, 1996 4
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Exhibit (3)(i)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Bancorp Connecticut, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Company"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Company,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the Company, declaring said amendment to be
advisable and directing that the amendment be considered at the next annual
meeting of the stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED: That the first paragraph of Article Fourth of the Company's
Certificate of Incorporation be amended and restated to read in its
entirety: "The total authorized capital stock of the Corporation consists
of 8 million shares, consisting of 7 million shares of Common Stock, par
value $1.00 per share, and 1 million shares of Preferred Stock, without
par value."
SECOND: That thereafter, pursuant to the resolutions of the Company's
Board of Directors, the annual meeting of the stockholders of the Company was
duly called and held, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Bancorp Connecticut, Inc. has caused this
certificate to be signed by Anthony Priore, Jr., this 20th day of May, 1996.
BANCORP CONNECTICUT, INC.
By: /s/ Anthony Priore, Jr.
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Anthony Priore, Jr.
Its Secretary and Treasurer
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