As filed with the Securities and Exchange Commission on February __, 2000
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BANCORP CONNECTICUT, INC.
-------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-1394443
- -------- -------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
121 Main Street
SOUTHINGTON, CONNECTICUT 06489
------------------------------
(Address of principal executive offices)
BANCORP CONNECTICUT, INC. 1997 STOCK OPTION PLAN
------------------------------------------------
(Full title of the Plans)
Robert D. Morton
President
BANCORP CONNECTICUT, INC.
121 Main Street
Southington, Connecticut 06489
860-628-0351
(Name, address and telephone number of agent for service)
Copies of all communications to:
Bruce B. Barth, Esq.
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, Connecticut 06103
Telephone: 860-275-8200
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
======================= ======================= ========================= ========================= ===================
Maximum Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities Registered (1) (2) Price Per Share (3) (4) Aggregate Offering Price Registration Fee (5)
to be Registered (3) (4)
- ----------------------- ----------------------- ------------------------- ------------------------- -------------------
Common Stock,
par value $1.00
per share 607,620 $14.75 $8,962,395.00
- ----------------------- ----------------------- ------------------------- ------------------------- -------------------
TOTAL 607,620 shs. $8,962,395.00 $2,366.07
======================= ======================= ========================= ========================= ===================
</TABLE>
(1) As adjusted for a 2-for-1 stock split effected in the form of a stock
dividend as of December 1, 1997. Plus, in accordance with Rule 416(a) under the
Securities Act of 1933, as amended (the "Securities Act"), such indeterminate
number of shares as may become subject to options under the Plan as a result of
the adjustment provisions thereof.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) The registration fee for shares of Common Stock issuable upon exercise of
outstanding options under the Plan was calculated pursuant to Rule 457(h) under
the Securities Act using the prices at which such options may be exercised. In
connection therewith, options were issued with a weighted average exercise price
of $17.73.
(4) Estimated in accordance with Rule 457(h) under the Securities Act solely for
the purpose of calculating the registration fee based upon the average of the
last reported sale price of the Company's Common Stock as reported on the Nasdaq
Stock Market National Market on February 9, 2000.
(5) Amount of Registration Fee was calculated pursuant to Section 6(b) of the
Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Omitted in accordance with Rule 428 under the Securities Act and the
Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted in accordance with Rule 428 under the Securities Act and the
Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission:
1. The Annual Report on Form 10-K of Bancorp Connecticut, Inc. (the
"Company") for the fiscal year ended December 31, 1998 filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 34-0-25158).
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B dated November 18, 1994, filed pursuant to
Section 12 of the Exchange Act (File No. 34-0-25158) and any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation includes a provision that limits the personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty. The Company's Certificate of
Incorporation provides that a director of the Company shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for paying a dividend or approving a stock
repurchase in violation of Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived an improper personal
benefit.
While the Company's Certificate of Incorporation provides directors
with protection from awards of monetary damages for breaches of the duty of
care, it does not eliminate the directors' duty of care. Accordingly, the
Company's Certificate of Incorporation would have no effect on the availability
of equitable remedies such as an injunction or rescission based upon a
director's breach of the duty of care. In addition, these provisions apply only
to claims against a director arising out of his or her role as a director, and
would not apply, if he or she is also an officer, to actions taken in carrying
out his or her role as an officer or in any capacity other than that of a
director or to his or her responsibilities under any other laws, such as the
federal securities or banking laws.
The Company's Certificate of Incorporation also includes a provision
that requires the Company to indemnify to the maximum extent permitted by
Delaware law all persons, including directors and officers, whom it may
indemnify under such law.
Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Delaware law permits a corporation to pay an
officer's or director's expenses, including attorneys' fees, incurred in the
defense of any civil, criminal, administrative or investigative action, provided
the indemnified party undertakes to reimburse the corporation if he is not
successful on the merits. Delaware law requires a corporation to indemnify its
directors and officers against expenses to the extent that such directors and
officers have been successful on the merits. Delaware law also permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any action by reason of the fact that he is or was a director,
officer, employee or agent of the corporation against expenses, judgments, fines
and amounts paid in settlement if he or she acted in good faith and in a manner
he or she reasonably believed to be in the best interests of the corporation,
and with respect to a criminal action, which he or she had no reason to believe
was unlawful.
<PAGE>
No indemnification can be made in respect of claims as to which the
person seeking indemnification has been judged to be liable to the corporation
unless a Delaware court otherwise orders. Federal banking laws also may limit
the Company's ability to indemnify its directors.
The Company maintains insurance on behalf of any person who is or was a
director or officer of the Company against certain liabilities incurred by him
in such capacity or arising out of his status as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT NO. DESCRIPTION
3.1* Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-4
(Registration No. 33-77696) (the "Registration Statement")).
3.2* Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Registration Statement).
4.1 Bancorp Connecticut, Inc. 1997 Stock Option Plan.
4.2* Form of stock certificate (incorporated by reference to Exhibit 4.5 to
the Registrant's Registration Statement on Form S-8 (Registration No.
33-333-2638)).
5 Opinion of Robinson & Cole LLP regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Robinson & Cole LLP (contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of the signature page).
* Incorporated by reference.
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in the post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Southington, State of Connecticut, on this 19th day
of January, 2000.
BANCORP CONNECTICUT, INC.
By: /S/ ROBERT D. MORTON
-----------------------
Robert D. Morton
Its President and Chief
Executive Officer
(Principal Executive
Officer)
POWER OF ATTORNEY
Each of the officers and directors of Bancorp Connecticut, Inc. whose
signature appears below hereby constitutes and appoints Robert D. Morton and
Phillip J. Mucha and each of them, their true and lawful attorneys-in-fact and
agents with full power of substitution, each with the power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this Registration Statement (including post-effective amendments), and to
perform any acts necessary to be done in order to file such amendment, and each
of the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents, or their or his substitutes, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 19, 2000.
Signature Title
/S/ ROBERT D. MORTON
- --------------------
Robert D. Morton President, Chief Executive
Officer and Director
(Principal Executive Officer)
/S/ PHILLIP J. MUCHA
- --------------------
Phillip J. Mucha Treasurer/Secretary
(Chief Financial Officer)
<PAGE>
Signature Title
/S/ NORBERT H. BEAUCHEMIN Director
- -------------------------
Norbert H. Beauchemin
/S/ WALTER J. HUSHAK Director
- --------------------
Walter J. Hushak
Director
- --------------------
Michael J. Karabin
/S/ DAVID P. KELLEY Director
- --------------------
David P. Kelley
/S/ FREDERICK E. KUHR Director
- ---------------------
Frederick E. Kuhr
/S/ JOSEPH J. LAPORTE Director
- --------------------
Joseph J. LaPorte
/S/ RALPH G. MANN Director
- -----------------
Ralph G. Mann
/S/ ANDREW J. MEADE Director
- -------------------
Andrew J. Meade
Director
- -------------------
Frank R. Miller
/S/ ANTHONY S. PIZZITOLA Director
- ------------------------
Anthony S. Pizzitola
/S/ DENNIS J. STANEK Director
- --------------------
Dennis J. Stanek
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBIT INDEX
REGISTRATION STATEMENT ON FORM S-8
BANCORP CONNECTICUT, INC.
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
3.1* Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-4 (File No. 33-77696) (the "Registration
Statement")).
3.2* Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
4.1 Bancorp Connecticut, Inc. 1997 Stock Option Plan (and
amendments thereto).
4.2* Form of stock certificate (incorporated by reference to
Exhibit 4.5 to the Registrant's Registration Statement on
Form S-8 (Registration No. 33-333-2638).
5 Opinion of Robinson & Cole LLP regarding legality.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Robinson & Cole LLP (contained in Exhibit 5).
24 Power of Attorney (filed herewith as part of the signature
page).
* Incorporated by reference.
BANCORP CONNECTICUT, INC.
1997 STOCK OPTION PLAN
I. ESTABLISHMENT OF PLAN; DEFINITIONS
1. PURPOSE. The purpose of the Bancorp Connecticut, Inc. 1997 Stock
Option Plan is to provide an incentive to key Employees and Directors of Bancorp
Connecticut, Inc. (the "Corporation") and its subsidiaries, including
Southington Savings Bank (the "Bank"), who are in a position to contribute
materially to the long-term success of the Corporation and the Bank, to increase
their interest in the Corporation's and Bank's welfare, and to aid in attracting
and retaining employees of outstanding ability.
2. DEFINITIONS. Unless the context clearly indicates otherwise, the
following terms shall have the meanings set forth below:
(a) "Bank" shall mean Southington Savings Bank, a Connecticut
stock savings bank.
(b) "Board" shall mean the Board of Directors of the Corporation.
(c) "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.
(d) "Corporation" shall mean Bancorp Connecticut, Inc., a Delaware
corporation.
(e) "Directors" shall mean members of the Board.
(f) "Disability" shall mean a medically determinable physical or
mental condition which causes an Employee or Director to be
unable to engage in any substantial gainful activity and which
can be expected to result in death or to be of long-continued
and indefinite duration.
(g) "Employee" shall mean any common law employee, including
officers, of the Corporation or the Bank as determined under
the Code and the Treasury Regulations thereunder.
(h) "Fair Market Value" on any day shall mean (i) the closing
price for one share of Stock or (ii) the average of the
highest reported bid and lowest reported asked price for one
share of Stock as furnished by The Nasdaq Stock Market or a
similar organization, in each case on such day. For example,
if the highest reported bid were $8 per share and the lowest
reported asked price were $10 per share, the Fair Market Value
would be $9 per share.
(i) "Grantee" shall mean an Employee or Director granted a Stock
Option under this Plan.
<PAGE>
(j) "Incentive Stock Option" shall mean an option granted pursuant
to the Incentive Stock Option provisions as set forth in Part
II of this Plan.
(k) "Non-Qualified Stock Option" shall mean an option granted
pursuant to the Non-Qualified Stock Option provisions as set
forth in Part III of this Plan.
(l) "Plan" shall mean the Bancorp Connecticut, Inc. 1997 Stock
Option Plan as set forth herein and as amended from time
to time.
(m) "Stock" shall mean authorized but unissued shares of the
Common Stock of the Corporation or reacquired shares of the
Corporation's Common Stock.
(n) "Stock Option" shall mean an option granted pursuant to this
Plan to purchase shares of Stock.
(o) "Ten Percent Shareholder" shall mean an Employee who at the
time a Stock Option is granted owns stock possessing more than
ten percent (10%) of the total combined voting power of all
stock of the Corporation or of its parent or subsidiary
corporation.
3. SHARES OF STOCK SUBJECT TO THIS PLAN. Subject to the provisions of Section 2
of Part IV, the Stock which may be issued or transferred pursuant to Stock
Options granted under this Plan and the Stock which is subject to outstanding
but unexercised Stock Options under this Plan shall not exceed 303,810 shares in
the aggregate. If a Stock Option shall expire or terminate for any reason, in
whole or in part, without being exercised, the number of shares of Stock as to
which such expired or terminated Stock Option shall not have been exercised may
again become available for the grant of Stock Options. There shall be no terms
and conditions in a Stock Option which provide that the exercise of an Incentive
Stock Option reduces the number of shares of Stock for which an outstanding
Non-Qualified Stock Option may be exercised; and there shall be no terms and
conditions in a Stock Option which provide that the exercise of a Non-Qualified
Stock Option reduces the number of shares of Stock for which an outstanding
Incentive Stock Option may be exercised.
4. ADMINISTRATION OF THIS PLAN. This Plan shall be administered by the Board.
Subject to the express provisions of this Plan, the Board shall have authority
to interpret this Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the terms and provisions of Stock Option
agreements, and to make all other determinations necessary or advisable for the
administration of this Plan. Any controversy or claim arising out of or related
to this Plan shall be determined unilaterally by and at the sole discretion of
the Board.
5. AMENDMENT OR TERMINATION. The Board may, at any time, alter, amend, suspend,
discontinue, or terminate this Plan; provided, however, that such action shall
not adversely affect the right of Grantees to Stock Options previously granted
and no amendment, without the approval of the stockholders of the Corporation,
shall increase the maximum number of shares which may be awarded under this Plan
in the aggregate, or modify the purchase price of shares under this Plan or the
eligibility requirements for participation in this Plan.
<PAGE>
6. EFFECTIVE DATE AND DURATION OF THIS PLAN. Subject to the approval of the
stockholders of the Corporation on or before such date, this Plan shall become
effective on May 15, 1997. This Plan shall terminate at the close of business on
May 14, 2007 and no Stock Option may be granted under this Plan thereafter, but
such termination shall not affect any Stock Option theretofore granted.
II. INCENTIVE STOCK OPTIONS
1. GRANTING OF INCENTIVE STOCK OPTIONS.
-----------------------------------
(a) Only Employees shall be eligible to receive Incentive Stock
Options under this Plan.
(b) The purchase price of each share of Stock subject to an
Incentive Stock Option shall not be less than 100% of the Fair
Market Value of a share of the Stock on the date the Incentive
Stock Option is granted; provided, however, that the purchase
price of each share of Stock subject to an Incentive Stock
Option granted to a Ten Percent Shareholder shall not be less
than 110% of the Fair Market Value of a share of the Stock on
the date the Incentive Stock Option is granted.
(c) No Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted;
provided, however, that an Incentive Stock Option granted to a
Ten Percent Shareholder shall not be exercisable more than
five years from the date the Incentive Stock Option was
granted.
(d) The Board shall determine and designate from time to time
those Employees who are to be granted Incentive Stock Options
and specify the number of shares of Stock subject to each
Incentive Stock Option.
(e) The Board, in its sole discretion, shall determine whether any
particular Incentive Stock Option shall become exercisable in
one or more installments, specify the installment dates, and,
within the limitations herein provided, determine the total
period during which the Incentive Stock Option is exercisable.
Further, the Board may make such other provisions as may
appear generally acceptable or desirable to the Board or
necessary to qualify its grants under the provisions of
Section 422 of the Code.
(f) The Board may grant at any time new Incentive Stock Options to
an Employee who has previously received Incentive Stock
Options or other options, whether such prior Incentive Stock
Options or other options are still outstanding, have
previously been exercised in whole or in part, or are canceled
in connection with the issuance of new Incentive Stock
Options. The exercise price of the new Incentive Stock Options
may be established by the Board without regard to the existing
Incentive Stock Options or other options.
<PAGE>
(g) Notwithstanding any other provisions hereof, the aggregate
Fair Market Value (determined at the time the option is
granted) of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by any Employee
during any calendar year (under all such plans of the
Corporation and the Bank and any parent or subsidiary
corporation of either) shall not exceed $100,000. To the
extent that such $100,000 limit shall be exceeded in any
calendar year, any such Stock Options exercisable for the
first time in excess of such limitation shall be treated as
Non-Qualified Stock Options.
<PAGE>
2. EXERCISE OF INCENTIVE STOCK OPTIONS. The exercise price of an Incentive
Stock Option shall be payable on exercise of the option (i) in cash or by check,
bank draft or postal or express money order, (ii) by the surrender of Stock then
owned by the Grantee, or (iii) partially in accordance with clause (i) and
partially in accordance with clause (ii) of this Section. Shares of Stock so
surrendered in accordance with clause (ii) or (iii) shall be valued at the Fair
Market Value thereof on the date of exercise, surrender of such Stock to be
evidenced by delivery of the certificate(s) representing such shares in such
manner, and endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Corporation may determine.
3. TERMINATION OF EMPLOYMENT.
-------------------------
(a) If a Grantee's employment is terminated other than by
Disability or death, the term(s) of any then outstanding
Incentive Stock Option(s) held by the Grantee shall extend for
a period ending on the earlier of (i) the date established by
the Board at the time of grant or (ii) three months after such
termination of employment, and such Incentive Stock Option
shall be exercisable to the extent it was exercisable as of
the date of termination of employment.
(b) If a Grantee's employment is terminated by reason of
Disability, the term of any then outstanding Incentive Stock
Option held by the Grantee shall extend for a period ending on
the earlier of (i) the date established by the Board at the
time of grant or (ii) twelve months after the Grantee's last
date of employment, and such Incentive Stock Option shall be
exercisable to the extent it was exercisable as of such last
date of employment.
(c) If a Grantee's employment is terminated by reason of death,
the representative of the Grantee's estate or beneficiaries
thereof to whom the Incentive Stock Option has been
transferred shall have the right, during the period ending on
the earlier of (i) the date established by the Board at the
time of grant or (ii) twelve months after the date of the
Grantee's death, to exercise any then outstanding Incentive
Stock Options in whole or in part. If a Grantee dies without
having fully exercised any then outstanding Incentive Stock
Options, the representative of the Grantee's estate or
beneficiaries thereof to whom the Incentive Stock Options have
been transferred shall have the right to exercise such
Incentive Stock Options in whole or in part until such
Incentive Stock Options expire.
III. NON-QUALIFIED STOCK OPTIONS
1. GRANTING OF NON-QUALIFIED STOCK OPTIONS.
---------------------------------------
(a) Employees shall be eligible to receive Non-Qualified Stock
Options under this Plan. Directors who are not also Employees
shall also be eligible to receive Non-Qualified Stock Options.
<PAGE>
(b) The purchase price of each share of Stock subject to a
Non-Qualified Stock Option shall not be less than 100% of the
Fair Market Value of a share of the Stock on the date the
Non-Qualified Stock Option is granted.
(c) No Non-Qualified Stock Option shall be exercisable more than
ten years from the date such Non-Qualified Stock Option is
granted.
(d) The Board shall determine and designate from time to time
those Employees and Directors who are to be granted
Non-Qualified Stock Options and specify the number of shares
of Stock subject to each Non-Qualified Stock Option.
(e) The Board, in its sole discretion, shall determine whether any
particular Non-Qualified Stock Option shall become exercisable
in one or more installments, specify the installment dates,
and, within the limitations herein provided, determine the
total period during which the Non-Qualified Stock Option is
exercisable. Further, the Board may make such other provisions
as may appear generally acceptable or desirable to the Board.
(f) The Board may grant at any time new Non-Qualified Stock
Options to an Employee or Director who has previously received
Non-Qualified Stock Options or other options, whether such
prior Non-Qualified Stock Options or other options are still
outstanding, have previously been exercised in whole or in
part, or are canceled in connection with the issuance of new
Non-Qualified Stock Options.
2. EXERCISE OF NON-QUALIFIED STOCK OPTIONS. The exercise price of a
Non-Qualified Stock Option shall be payable on exercise of the option (i) in
cash or by check, bank draft or postal or express money order, (ii) by the
surrender of Stock then owned by the Grantee, or (iii) partially in accordance
with clause (i) and partially in accordance with clause (ii) of this Section.
Shares of Stock so surrendered in accordance with clause (ii) or (iii) shall be
valued at the Fair Market Value thereof on the date of exercise, surrender of
such Stock to be evidenced by delivery of the certificate(s) representing such
shares in such manner, and endorsed in such form, or accompanied by stock powers
endorsed in such form, as the Corporation may determine. In addition, payment
may be made by surrender of shares of Stock issuable upon the exercise of the
Non-Qualified Stock Option. If a Grantee elects this method of payment, the
number of shares of Stock issuable upon the exercise of the Non-Qualified Stock
Option shall be computed in accordance with the following formula:
X = Y(A-B)/A
The following definitions apply:
X shall mean the number of shares of Stock to be issued
Y shall mean the number of Non-Qualified Stock Options to be exercised
A shall mean the Fair Market Value of a share of Stock on the date of
exercise
<PAGE>
B shall mean the per share exercise price for the Non-Qualified Stock
Options to be exercised
3. TERMINATION OF EMPLOYMENT/CESSATION OF DIRECTORSHIP.
---------------------------------------------------
(a) If a Grantee's employment is terminated or a Director Grantee
ceases to be a Director (other than by Disability or death),
the term(s) of any then outstanding Non-Qualified Stock
Option(s) held by the Grantee shall extend for a period ending
on the earlier of (i) the date established by the Board at the
time of grant or (ii) three months after such termination of
employment or cessation of being a Director, and such
Non-Qualified Stock Option shall be exercisable to the extent
it was exercisable as of the date of termination of employment
or cessation of being a Director.
(b) If a Grantee's employment is terminated by reason of
Disability or a Director Grantee ceases to be a Director by
reason of Disability, the term of any then outstanding
Non-Qualified Stock Option held by the Grantee shall extend
for a period ending on the earlier of (i) the date established
by the Board at the time of grant or (ii) twelve months after
the Grantee's last date of employment or cessation of being a
Director, and such Non-Qualified Stock Option shall be
exercisable to the extent it was exercisable as of such last
date of employment or cessation of being a Director.
(c) If a Grantee's employment is terminated by reason of death or
a Director Grantee ceases to be a Director by reason of death,
the representative of the Grantee's estate or beneficiaries
thereof to whom the Non-Qualified Stock Option has been
transferred shall have the right, during the period ending on
the earlier of (i) the date established by the Board at the
time of grant or (ii) twelve months after the date of the
Grantee's death, to exercise any then outstanding
Non-Qualified Stock Options in whole or in part. If a Grantee
dies without having fully exercised any then outstanding
Non-Qualified Stock Options, the representative of the
Grantee's estate or beneficiaries thereof to whom the
Non-Qualified Stock Options have been transferred shall have
the right to exercise such Non-Qualified Stock Options in
whole or in part until such Non-Qualified Stock Options
expire.
IV. GENERAL PROVISIONS
1. SUBSTITUTION OF OPTIONS. In the event of a corporate merger or consolidation,
or the acquisition by the Corporation of property or stock of an acquired
corporation or any reorganization or other transaction qualifying under Section
424 of the Code, the Board may, in accordance with the provisions of such
Section 424, substitute Stock Options under this Plan for stock options under
the plan of the acquired corporation provided (i) the excess of the aggregate
fair market value of the shares subject to the new Stock Options immediately
after the substitution over the aggregate exercise price of such Stock Options
is not more than the similar excess immediately before such substitution and
(ii) the new Stock Option does not give the Employee or Director additional
benefits, including without limitation any extension of the exercise period.
<PAGE>
2. ADJUSTMENT PROVISIONS.
---------------------
(a) If a dividend shall be declared upon the Stock payable in
shares of the Corporation's common stock, the number of shares
of Stock then subject to any Stock Option outstanding under
this Plan and the number of shares reserved for the grant of
Stock Options pursuant to this Plan shall be adjusted by
adding to each such share the number of shares which would be
distributable in respect thereof if such shares had been
outstanding on the date fixed for determining the stockholders
of the Corporation entitled to receive such share dividend.
(b) If the shares of Stock outstanding are changed into or
exchanged for a different number or kind of shares or other
securities of the Corporation or of another corporation,
whether through reorganization, recapitalization, split-up,
reverse stock split, combination of shares, merger, or
consolidation, then there shall be substituted for each share
of Stock subject to any such Stock Option and for each share
of Stock reserved for the grant of Stock Options pursuant to
this Plan the number and kind of shares or other securities
into which each outstanding share of Stock shall have been so
changed or for which each such share shall have been
exchanged.
(c) If there shall be any change, other than as specified above in
this Section 2, in the number or kind of outstanding shares of
Stock or of any shares or other securities into which such
shares shall have been changed or for which they shall have
been exchanged, then if the Board shall, in its sole
discretion, determine that such change equitably requires an
adjustment in the number or kind of shares theretofore
reserved for the grant of Stock Options pursuant to this Plan
and of the shares then subject to Stock Options, such
adjustment shall be made by the Board and shall be effective
and binding for all purposes of this Plan and of each Stock
Option outstanding thereunder.
(d) In the case of any such substitution or adjustment as provided
for in this Section 2, the exercise price set forth in each
outstanding Stock Option for each share covered thereby prior
to such substitution or adjustment will be the exercise price
for all shares or other securities which shall have been
substituted for such share or to which such share shall have
been adjusted pursuant to this Section 2, and such exercise
price per share shall be adjusted accordingly.
(e) No adjustment or substitution provided for in this Section 2
shall require the Corporation to sell a fractional share, and
the total substitution or adjustment with respect to each
outstanding Stock Option shall be limited accordingly.
(f) Upon any adjustment made pursuant to this Section 2 the
Corporation will, upon request, deliver to the Grantee a
certificate setting forth the exercise price thereafter in
effect and the number and kind of shares or other securities
thereafter purchasable on the exercise of such Stock Option.
<PAGE>
3. GENERAL.
-------
(a) Each Stock Option shall be evidenced by a written instrument
containing such terms and conditions, not inconsistent with
this Plan, as the Board shall approve.
(b) The granting of a Stock Option in any year shall not give the
Grantee any right to similar grants in future years or any
right to be retained in the employ of the Corporation or any
of it subsidiaries, and all Employees shall remain subject to
discharge to the same extent as if this Plan were not in
effect.
(c) No Grantee, and no beneficiary or other person claiming under
or through such Grantee, shall have any right, title or
interest by reason of any Stock Option to any particular
assets of the Corporation, or any shares of Stock allocated or
reserved for the purposes of this Plan or subject to any Stock
Option except as set forth herein. The Corporation shall not
be required to establish any fund or make any other
segregation of assets to assure the payment of any Stock
Option.
(d) No right under this Plan shall be subject to anticipation,
sale, assignment, pledge, encumbrance, or charge except by
will or the laws of descent and distribution, and a Stock
Option shall be exercisable during the Grantee's lifetime only
by the Grantee or the Grantee's conservator.
(e) Notwithstanding any other provision of this Plan or agreements
made pursuant thereto, the Corporation's obligation to issue
or deliver any certificate or certificates for shares of Stock
under a Stock Option, and the transferability of Stock
acquired by exercise of a Stock Option, shall be subject to
all of the following conditions:
(i) The effectiveness of any registration or other
qualification of such shares under any state or
federal law or regulation, or the maintaining in
effect of any such registration or other
qualification which the Board shall, in its absolute
discretion upon the advice of counsel, deem necessary
or advisable;
(ii) The obtaining of any other consent, approval, or
permit from any state or federal governmental agency
which the Board shall, in its absolute discretion
upon the advice of counsel, determine to be necessary
or advisable; and
(iii) Each stock certificate issued pursuant to a Stock
Option shall bear the following legend:
"The transferability of this certificate and the
shares of Stock represented hereby are subject to
restrictions, terms and conditions contained in the
Bancorp Connecticut, Inc. 1997 Stock Option Plan, and
an Agreement between the registered owner of such
Stock and Bancorp Connecticut, Inc. A copy of the
Plan and Agreement are on file in the office of the
Secretary of Bancorp Connecticut, Inc."
<PAGE>
(f) All payments to Grantees or to their legal representatives
shall be subject to any applicable tax, community property, or
other statutes or regulations of the United States or of any
state having jurisdiction thereof. The Grantee may be required
to pay to the Corporation the amount of any withholding taxes
which the Corporation is required to withhold with respect to
a Stock Option or its exercise. If such payment is not made
when due, the Corporation shall have the right to deduct, to
the extent permitted by law, from any payment of any kind
otherwise due to such person all or part of the amount
required to be withheld.
(g) In the case of a grant of a Stock Option to any Employee of a
subsidiary of the Corporation, the Corporation may, if the
Board so directs, issue or transfer the shares, if any,
covered by the Stock Option to the subsidiary, for such lawful
consideration as the Board may specify, upon the condition or
understanding that the subsidiary will transfer the shares to
the Employee in accordance with the terms of the Stock Option
specified by the Board pursuant to the provisions of this
Plan. For purposes of this Section 3(g), a subsidiary shall
mean any subsidiary corporation of the Corporation as defined
in Section 424 of the Code.
(h) A Grantee entitled to Stock as a result of the exercise of a
Stock Option shall not be deemed for any purpose to be, or
have rights as, a stockholder of the Corporation by virtue of
such exercise, except to the extent a stock certificate is
issued therefor and then only from the date such certificate
is issued. No adjustments shall be made for dividends or
distributions or other rights for which the record date is
prior to the date such stock certificate is issued. The
Corporation shall issue any stock certificates required to be
issued in connection with the exercise of a Stock Option with
reasonable promptness after such exercise.
(i) The grant or exercise of Stock Options granted under this Plan
shall be subject to, and shall in all respects comply with,
applicable Connecticut law relating to such grant or exercise,
or to the number of shares which may be beneficially owned or
held by any Grantee.
<PAGE>
AMENDMENT NO. 1
TO THE
BANCORP CONNECTICUT, INC. 1997 STOCK OPTION PLAN
The Bancorp Connecticut, Inc. 1997 Stock Option Plan (the "Plan") is
hereby amended effective May 1, 1998 pursuant to Section 5, Part I, of the Plan
as follows:
10. Section 3, Part III, of the Plan is amended by deleting paragraph
(a) thereof and substituting the following new
paragraph (a) therefor:
(a) If a Grantee's employment is terminated or a
Director Grantee ceases to be a Director (other than
by Disability or death), the term(s) of any then
outstanding Non-Qualified Stock Option(s) held by the
Grantee shall extend for a period ending on the
earlier of (i) the date established by the Board at
the time of grant or (ii) three months after such
termination of employment or (iii) twelve months
after such cessation of being a Director, and such
Non-Qualified Stock Option shall be exercisable to
the extent it was exercisable as of the date of
termination of employment or cessation of being a
Director.
AMENDMENT NO. 1 executed at Southington, Connecticut, this 27 day of
July, 1998.
BANCORP CONNECTICUT, INC.
By: /S/ ROBERT D. MORTON
--------------------
ROBERT D. MORTON
<PAGE>
AMENDMENT NO. 2
TO THE
BANCORP CONNECTICUT, INC. 1997 STOCK OPTION PLAN
The Bancorp Connecticut, Inc. 1997 Stock Option Plan (the "Plan") is
hereby amended pursuant to Section 5., Part I, of the Plan as follows:
1. Section 2., Part II of the Plan is amended by adding the following
to the end thereof:
"In addition, payment may be made by surrender of shares of Stock issuable upon
the exercise of the Incentive Stock Option. If a Grantee elects this method of
payment, the number of shares of Stock issuable upon the exercise of the
Incentive Stock Option shall be computed in accordance with the following
formula:
X = Y(A-B)/A
The following definitions apply:
X shall mean the number of shares of stock to be issued
Y shall mean the number of Incentive Stock Options to be exercised
A shall mean the Fair Market Value of a share of Stock on the date of
exercise
B shall mean the per share exercise price for the Incentive Stock
Options to be exercised."
AMENDMENT NO. 2 executed at Southington, Connecticut, this 19th day of
January, 2000.
BANCORP CONNECTICUT, INC.
By:/s/ Robert D. Morton
--------------------
Robert D. Morton
[Letterhead of Robinson & Cole LLP]
February 11, 2000
Bancorp Connecticut, Inc.
121 Main Street
Southington, CT 06489
Dear Ladies and Gentlemen:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Bancorp Connecticut, Inc. ("Company") on
the date hereof for the purpose of registering under the Securities Act of 1933,
as amended, shares of the Company's common stock ("Common Shares") in the
Bancorp Connecticut, Inc. 1997 Stock Option Plan. In connection with this
opinion, we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purpose of this opinion.
Based upon such examination, we advise you that, in our opinion, the
Common Shares have been legally authorized for issuance under the Plan and when
sold will be validly issued, fully paid and nonassessable Common Shares of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in a category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
Very truly yours,
ROBINSON & COLE LLP
By: /s/ Bruce B. Barth
------------------
Bruce B. Barth, A Partner
CONSENT OF INDEPENDENT ACCOUNTS
We hereby consent ot the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 1, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Bancorp Connecticut, Inc., which is incorporated by reference in Bancorp
Connecticut's Annual Report on Form 10-K for the year ended December 31, 1998.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 10, 2000
