As filed with the Securities and Exchange Commission on October 20, 1999
January 22, 2010
Registration Statement No. 333- ===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
WASHINGTON, D.C. 20549
_________________________
FORM
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CAMDEN NATIONAL CORPORATION
(Exact name
(Exact Name of Registrant as specifiedSpecified in its charter)
MAINE 01-0413282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Its Charter)
| Maine | 01-0413282 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
2 Elm Street
Camden, Maine 04843
(207) 236-8821
(Address, including zip code,
(Address, Including Zip Code, and telephone number, including area
code,Telephone Number, Including Area Code, of Registrant's principal executive offices)
_______________________________
Robert W. DaigleRegistrant’s Principal Executive Offices)
Gregory A. Dufour, President and Chief Executive Officer
Camden National Corporation
2 Elm Street
Camden, Maine 04843
(207) 236-8821
(Name, address, including zip code,
(Name, Address, Including Zip Code, and telephone number, including area code,Telephone Number, Including Area Code, of agent for service)
CopyAgent For Service)
Copies to:
William PrattP. Mayer, Esq.
Paul W. Lee, Esq.
Goodwin Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
_____________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicableFrom time to time after the effective date of this Registration Statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
¨
If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]
box: x
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
¨
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
¨
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box. [ ]
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ | Accelerated Filer x |
Non-Accelerated Filer ¨ | Smaller Reporting Company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | | Amount to be Registered (1) | | | Proposed Maximum Offering Price Per Unit (1) | | | Proposed Maximum Aggregate Offering Price (2) | | | Amount of Registration Fee (3) | |
| Common Stock (4) | | | | | | | | | | | | |
| Senior Debt Securities and Subordinated Debt Securities (4) | | | | | | | | | | | | |
| Warrants (5) | | | | | | | | | | | | |
| Total | | $ | 100,000,000 | | | | 100 | % | | $ | 100,000,000 | | | $ | 7,130 | |
========================================================================================================
Proposed Maximum Proposed Maximum Amount| (1) | Pursuant to General Instruction II (D) of TitleForm S-3, such indeterminate number or principal amount of Shares Being Amount to Be Offering Price Per Aggregate Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------------------
Common Stock, Debt Securities (including Senior Debt Securities and Subordinated Debt Securities) and Warrants of Camden National Corporation not to exceed $100,000,000 maximum aggregate offering price exclusive of accrued interest and dividends, if any. The proposed maximum offering price per unit will be determined from time to time in connection with the issuance of the securities registered hereunder. |
| (2) | Estimated solely for purposes of computing the registration fee and exclusive of accrued interest and dividends, if any. |
| (3) | The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act. |
| (4) | Shares of Common Stock may be issuable upon conversion of Debt Securities registered hereunder. No separate consideration will be received for such Common Stock. |
| (5) | Warrants will represent rights to purchase Common Stock registered hereby. Because the Warrants will provide a right only to purchase such Securities offered hereunder, no par
value 125,000 shares $18.75 $2,343,750 $652
========================================================================================================
additional registration fee is required. |
(1) Estimated solely for purposes of determiningInvesting in the registration fee pursuant
to Rule 457(c) basedSecurities involves risks. See “Risk Factors” on the average of the high and low sales prices on the
American Stock Exchange on October 19, 1999.
page 4.
The
Registrantregistrant hereby amends this
Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the
Registrantregistrant shall file a further amendment which specifically states that this
Registration
Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statementregistration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
===============================================================================
Neither the Securities and Exchange Commission nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. These
securitiesWe may not be soldsell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, October 20, 1999
Prospectus
- ----------
125,000 Shares
CAMDEN NATIONAL CORPORATION
Common Stock
(no par value)
______________
This prospectus relates to the offering and sale of 125,000 shares of common
stock, no par value, of dated January 22, 2010
PROSPECTUS
$100,000,000
Camden National Corporation ("Camden")
Senior Debt Securities
Subordinated Debt Securities
Common Stock
Warrants
We may offer and sell from time to time, in one or more investors at a purchase priceseries, up to $100,000,000 of $____ per share, or an aggregate purchase price
of approximately $_______. In connection with the sale, Camden has agreed to pay
a fee equal to ___________ to Ryan, Beck & Co., Inc. for its services as an
agentsecurities listed above in connection with this prospectus.
This prospectus and applicable prospectus supplement may be used in the sharesinitial sale of the securities. In addition, we or any affiliate controlled by us may use this prospectus and applicable prospectus supplement in a market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to be soldmarket prices at the time of purchase or sale, or at other prices. We and our affiliates may act as principal or agent in these transactions.
This prospectus provides you with a general description of the securities that we may offer and sell from time to time. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of the securities and sale and may add to or update the information in this offering.
Camdenprospectus. You should read this prospectus and any prospectus supplement carefully before you invest in our securities.
Our common stock is listedtraded on the American Stock ExchangeNASDAQ Global Select Market (“NASDAQ”) under the trading symbol "CAC." On October 19, 1999, the“CAC.” The last reported sale price of the common stock on the American Stock ExchangeJanuary 20, 2010 was $18.75$31.54 per share.
______________
Neither the Securities and Exchange Commission nor any state
THE SECURITIES WILL BE OUR EQUITY SECURITIES OR OUR UNSECURED OBLIGATIONS AND WILL NOT BE DEPOSIT ACCOUNTS OF ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to sell securities commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. It is illegal for any person to tell
you otherwise.
These securities are not deposit accounts of any bank and are not insured to
any extentunless accompanied by the Federal Deposit Insurance Corporation or any other government
agency.
______________
applicable prospectus supplement.
The date of this prospectus is
October __, 1999.
THE COMPANY, 20 .
You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.
TABLE OF CONTENTS
| | Page |
| PROSPECTUS SUMMARY | | 1 |
| WHERE YOU CAN FIND MORE INFORMATION | | 1 |
| INFORMATION INCORPORATED BY REFERENCE | | 1 |
| FORWARD-LOOKING STATEMENTS | | 2 |
| RATIOS OF EARNINGS TO FIXED CHARGES | | 3 |
| RISK FACTORS | | 4 |
| HOW WE INTEND TO USE THE PROCEEDS | | 4 |
| SUPERVISION AND REGULATION | | 4 |
| DESCRIPTION OF THE SECURITIES | | 10 |
| DESCRIPTION OF DEBT SECURITIES | | 10 |
| DESCRIPTION OF COMMON STOCK | | 21 |
| DESCRIPTION OF WARRANTS | | 22 |
| HOW WE PLAN TO OFFER AND SELL THE SECURITIES | | 23 |
| EXPERTS | | 25 |
| LEGAL MATTERS | | 25 |
PROSPECTUS SUMMARY
About this Prospectus
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a shelf registration process. Under this shelf registration process, we may sell any combination of:
| Ÿ | subordinated debt securities; |
in one or more offerings up to a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that specific offering and include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”
You should read this entire prospectus, including the information incorporated by reference, before making an investment decision. Unless the context otherwise requires, all references to “we,” “us,” “our,” “our company,” “the Company,” or similar expressions in this prospectus refer to Camden National Corporation, a Maine corporation, and its subsidiaries.
About Camden National Corporation
The Company is a multi-bank and financial servicespublicly-held bank holding company headquartered
in Camden, Maine. Camden was founded on January 2, 1985 as a result of a
corporate reorganization, in which the shareholders of Camden National Bank,
which was founded in 1875, exchanged their stock for shares of Camden, and
Camden National Bank became a wholly-owned subsidiary of Camden. As of December
29, 1995, Camden acquired 100% of the outstanding stock of United Bank and 51%
of the outstanding stock of Trust Company of Maine, Inc. by merging with their
then parent company, UNITEDCORP, Bangor, Maine. As of October 1, 1999, Camden's
securities consisted of one class of common stock, no par value, of which there
were 6,558,530 shares outstanding held of record by approximately 818
shareholders.
Camden's wholly-owned bank subsidiaries operate as separate commercial banks
with branches serving both mid-coast and central Maine. The banks are full-
service financial institutions that focus primarily on attracting deposits from
the general public through their branches and using such deposits to originate
residential mortgage loans, commercial business loans, commercial real estate
loans, and a variety of consumer loans.
Camden National Bank is a national banking organization organizedregistered under the lawsBank Holding Company Act of the United States. Camden National Bank1956, as amended, and is subject to supervision, regulation supervision and regular examination by the OfficeBoard of Governors of the Comptroller of the
Currency. Camden National Bank is based in Camden, Maine, and offers services in
the communities of Camden, Union, Rockland, Thomaston, Belfast, Bucksport,
Vinalhaven, Damariscotta, and Waldoboro. Customers also have access to services
offered by Camden National Bank through the internet @ www.camdennational.com.
United Bank is a banking organization charteredFederal Reserve System. We are incorporated under the laws of the State of Maine and headquartered in Camden, Maine. United Bank is subject to regulation, supervision and regular
examinationThe Company, as a diversified financial services provider, pursues the objective of achieving long-term sustainable growth by balancing growth opportunities against profit, while mitigating risks inherent in the Federal Deposit Insurance Corporation (the "FDIC") and the
Superintendentfinancial services industry. The primary business of the Maine Bureau of Banking (the "Maine Superintendent").
United BankCompany and its subsidiaries is based in Bangor, Maine,to attract deposits from consumer, institutional, municipal, non-profit and offerscommercial customers and to extend loans to consumer, institutional, non-profit and commercial customers. We make available our commercial and consumer banking products and services through branches in
the communities of Bangor, Corinth, Hampden, Hermon, Jackman, Greeville, Dover-
Foxcroft, Milo and Winterport, Maine. Customers also have access to services
offered by United Bank through the internet @ www.unitedbank-me.com.
Camden's majority-owned trust company subsidiary, Trust Company of Maine,
Inc., offers a broad range of trust and trust investment services, in addition
to retirement and pension plan management services. The financial services
provided by the Trust Company of Maine, Inc., complement the services provided
by Camden's bank subsidiaries by offering customers investment management
services.
Camden competes principally in mid-coast Maine through its largestour subsidiary, Camden National Bank. Camden National Bank considers its primary
market areas(“CNB”), and our brokerage and insurance services through Acadia Financial Consultants, which operates as a division of CNB. We also provide wealth management, trust and employee benefit products and services through our other subsidiary, Acadia Trust, N.A., a federally regulated, non-depository trust company headquartered in Portland, Maine. In addition to be in two counties, Knoxserving as a holding company, we provide managerial, financial management, risk management, operational, human resource, marketing and Waldo counties. These two counties
have a combined population of approximately 76,000 people. The economy of the
these counties is based primarily on tourism, and is also supported by a
substantial population of retirees. Major competitors in these markets include
local branches of large regional bank affiliates, as well as local independent
banks, thrift institutions and credit unions. Other competitors for deposits and
loans within Camden National Bank's market include insurance companies, money
market funds, consumer finance companies and financing affiliates of consumer
durable goods manufacturers.
Camden, through United Bank, also competes in the central Maine area. United
Bank has approximately a 5% share of the market in its service area and competes
principally on the basis of service. The greater Bangor area has a population of
approximately 100,000 people. Major competitors in these markets include local
branches of large regional bank affiliates, as well as local independent banks,
thrift institutions and credit unions. Other competitors for deposits and loans
within United Bank's market include insurance companies, money market funds,
consumer finance companies and financing affiliates of consumer durable goods
manufacturers.
At June 30, 1999, Camden had total assets of $717.7 million, total deposits
of $514.5 million and shareholders' equity of $62.6 million.
Camden'stechnology services to our subsidiaries.
Our principal executive offices are located at Two Elm Street, Camden, Maine 04843, and itsour telephone number is (207) 236-8821. You can find additional information about the Company in our filings with the SEC referenced in the section in this document titled “Where You Can Find More Information” below.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), that registers the offer and sale of the securities offered by this prospectus. This prospectus is part of the registration statement, but the registration statement, including the accompanying exhibits included or incorporated by reference therein, contains additional relevant information about us. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov and on our website at http://www.camdennational.com. We have included the SEC’s web address and our web address as inactive textual references only. Except as specifically incorporated by reference in this prospectus, information on those websites is not part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information and reports we file with it which means that we can disclose important information to you by referring you to these documents. Our SEC file number is 001-13227. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), (1) on or after the date of filing of the registration statement containing this prospectus and prior to the effectiveness of the registration statement and (2) on or after the date of this prospectus until the earlier of the date on which all of the securities registered hereunder have been sold or this registration statement has been withdrawn shall be deemed incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of those documents:
| Ÿ | Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 13, 2009; |
| Ÿ | Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 11, 2009; |
| Ÿ | Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, 2009; |
| Ÿ | Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed on October 30, 2009; |
| Ÿ | Current Reports on Form 8-K, filed on March 31, 2009; April 14, 2009; June 30, 2009; July 2, 2009; September 29, 2009 and December 29, 2009; |
| Ÿ | Portions of our Proxy Statement filed on March 13, 2009 that have been incorporated by reference into our Annual Report on Form 10-K; |
| Ÿ | Annual Report on Form 11-K, filed on June 26, 2009; and |
| Ÿ | The description of our common stock contained in our registration statement on Form 8-A/A, filed on December 31, 2007, including any amendment or report filed for the purpose of updating such description. |
You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following: Camden National Corporation, 2
RECENT DEVELOPMENTS
The KSB MergerElm Street, Camden, and KSB Bancorp, Inc. ("KSB")Maine 04843, Attention: Chance Farago. Our telephone number is (207) 236-8821. This prospectus is part of a registration statement we filed with the SEC. We have enteredspecifically incorporated exhibits by reference into a definitive merger
agreement datedthis registration statement. You should read the exhibits carefully for provisions that may be important to you.
You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of July 27, 1999 pursuantany date other than the date on the front of this prospectus or those documents.
Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any other document filed later that is also incorporated in this prospectus by reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of this prospectus except as so modified or superseded. The information relating to us contained in this prospectus should be read together with the information contained in any prospectus supplement and in the documents incorporated in this prospectus and any prospectus supplement by reference.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus, in any related prospectus supplement and in information incorporated by reference into this prospectus and any related prospectus supplement that are not historical facts may contain certain statements that may be considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. The Company may make written or oral forward-looking statements in other documents we file with the SEC, in our annual reports to shareholders, in press releases and other written materials and in oral statements made by our officers, directors or employees. You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “will,” “should” and other expressions which KSB willpredict or indicate future events or trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Company. These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Company to be merged withmaterially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause these differences include, but are not limited to, the following:
general, national, regional or local economic conditions which are less favorable than anticipated, including fears of global recession and into Camden (the "Merger"). Incontinued sub-prime and credit issues, impacting the Merger, eachperformance of the Company’s investment portfolio, quality of credits or the overall demand for services;
changes in loan default and charge-off rates which could affect the allowance for loan losses;
declines in the equity and financial markets which could result in impairment of goodwill;
reductions in deposit levels could necessitate increased and/or higher cost borrowing to fund loans and investments;
declines in mortgage loan refinancing, equity loan and line of credit activity which could reduce net interest and non-interest income;
changes in the domestic interest rate environment and inflation, as substantially all of the Company’s assets and virtually all of the liabilities are monetary in nature;
changes in the carrying value of investment securities and other assets;
further actions by the U.S. government and Treasury Department, similar to the Federal Home Loan Mortgage Corporation conservatorship, which could have a negative impact on the Company’s investment portfolio and earnings;
misalignment of the Company’s interest-bearing assets and liabilities;
increases in loan repayment rates affecting interest income and the value of mortgage servicing rights; and
changing business, banking, or regulatory conditions or policies, or new legislation affecting the financial services industry, that could lead to changes in the competitive balance among financial institutions, restrictions on bank activities, changes in costs (including deposit insurance premiums), increased regulatory scrutiny, declines in consumer confidence in depository institutions, or changes in the secondary market for bank loan and other products;
changes in accounting rules, Federal and State laws, Internal Revenue Service regulations, and other regulations and policies governing financial holding companies and their subsidiaries which may impact our ability to take appropriate action to protect our financial interests in certain loan situations.
These forward-looking statements were based on information, plans and estimates at the date of this registration statement, and we do not promise to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratios of earnings to fixed charges for the periods shown. We have no preferred shares outstanding shareand paid no dividends on preferred shares during the periods indicated. Therefore the ratios of common
stockearnings to fixed charges and preferred dividends are the same as the ratios of KSB will be converted intoearnings to fixed charges presented below.
| | | Years Ended December 31, | | | Nine Months Ended September 30, | |
| | | 2008 | | | | | | | | | | | | | | | | |
| Ratios of earnings to fixed charges | | | | | | | | | | | | | | | | | | |
| Including interest on deposits | | | 1.36 | | | | 1.50 | | | | 1.55 | | | | 1.90 | | | | 2.20 | | | | 1.82 | |
| Excluding interest on deposits | | | 1.82 | | | | 2.34 | | | | 2.63 | | | | 3.39 | | | | 4.11 | | | | 2.89 | |
For the rightpurpose of computing the ratios of earnings to receive 1.136 sharesfixed charges, earnings represent income before income taxes and change in accounting principle, plus fixed charges. Fixed charges include all interest expense and the proportion deemed representative of common
stockthe interest factor of Camden (subject to adjustment asrent expense. These ratios are presented both including and excluding interest on deposits.
RISK FACTORS
You should carefully consider the risks described in the merger agreement).documents incorporated by reference in this prospectus before making an investment decision. These risks are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition or results of operations could be materially adversely affected by the materialization of any of these risks. The Merger is intendedtrading price of our securities could decline due to qualifythe materialization of any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a tax-free exchange for federal income
tax purposes and is expected to be accounted for as a pooling-of-interests. Oneresult of certain factors, including the conditions for qualification for pooling-of-interests accounting
treatment is that the stockholders of the combined companies share mutuallyrisks described in the combined rightsdocuments incorporated herein by reference, including (i) our Annual Reports on Form 10-K, (ii) our Quarterly Reports on Form 10-Q and risks. In calculating whether this condition is met, any
shares of common stock reacquired within two years prior to(iii) documents we file with the initiation ofSEC after the Merger are considered "tainted shares," unless it can be demonstrated that
such shares were reacquired in a systematic pattern and for a specific purpose
unrelated to the Merger. The purposedate of this offering is to allow Camden to
reissue its "tainted shares"prospectus and which are deemed incorporated by reference in order to allow the Merger of Camden and KSB to
be accounted for as a pooling-of-interests.
The consummation of the Merger is subject to customary conditions, including
approval by the stockholders of Camden and KSB. The shareholder meetings for
such vote are scheduled for November 16, 1999. Camden can not assure you that
the Merger will be consummated.
Risks Relating to the Merger
The Merger involves the integration of two companies that have previously
operated independently. Successful integration of KSB's operations will depend
primarily on Camden's ability to consolidate operations, systems and procedures
and to eliminate redundancies and costs. No assurance can be given that Camden
and KSB will be able to integrate their operations without encountering
difficulties including, without limitation, the loss of key employees and
customers, the disruption of their respective ongoing businesses or possible
inconsistenciesthis prospectus.
HOW WE INTEND TO USE THE PROCEEDS
Unless otherwise set forth in standards, controls, procedures and policies. Additional
operational issues may arise as both Camden and KSB address Year 2000 compliance
issues while simultaneously attempting to integrate their information
technologies and operating systems. Additionally, in determining that the Merger
is in the best interests of Camden and KSB, as the case may be, each of the
Camden board of directors and the KSB board of directors considered that
enhanced earnings may result from the Merger. The realization and timing of such
operating efficiencies and cost savings could be affected by a number of factors
beyond Camden's control. Therefore, there can be no assurance that any enhanced
earnings will result from the Merger.
USE OF PROCEEDS
The net proceeds to Camden from the sale of 125,000 shares of common stock
at a price of $_______ per share are estimated to be approximately $___________
after deducting fees and expenses of this offering payable by Camden estimated
at approximately $79,652. Camden currently intendsprospectus supplement, we intend to use the net proceeds from thisthe sale of common stockthe securities for general corporate purposes. General corporate purposes which may include, refinancingamong other purposes, contribution to the capital of debt,CNB, to support its lending and investing activities; the repayment of our debt; repurchase of our outstanding common stock; possible acquisitions of other institutions, branches or other lines of business, if opportunities for such transactions become available; and investments in activities which are permitted for bank holding companies.
Pending such uses, we may temporarily invest the net proceeds. The precise amounts and timing of the application of proceeds will depend upon our funding requirements and the availability of other funds. Except as mentioned in any prospectus supplement, specific allocations of the proceeds to such purposes will not have been made at the holding company level, investmentsdate of that prospectus supplement.
Based upon our historical and anticipated future growth and our financial needs, we may engage in additional financings of a character and amount that we determine as the need arises.
SUPERVISION AND REGULATION
The business in which the Company and its subsidiaries are engaged is subject to extensive supervision, regulation and examination by various federal regulatory agencies (the “Agencies”), including the Board of Governors of the Federal Reserve System (the “FRB”) and the Office of the Comptroller of the Currency (the “OCC”). CNB, our bank subsidiary, is also subject to regulation under the laws of the State of Maine and the jurisdiction of the Maine Bureau of Financial Institutions. State and federal banking laws generally have as their principal objective either the maintenance of the safety and soundness of financial institutions and the federal deposit insurance system or
extensionsthe protection of
credit to its bankingconsumers or classes of consumers, and
other subsidiaries.
3
CERTAIN REGULATORY CONSIDERATIONSdepositors in particular, rather than the specific protection of shareholders. Set forth below is a brief description of certain laws and regulations that relate to the regulation of Camdenthe Company and its banking subsidiaries. This description is not
completeIn response to the deterioration of the financial markets in 2008, comprehensive financial regulatory reform proposals are pending in both the U.S. House of Representatives and the U.S. Senate which may be adopted in whole or in part in 2010. These proposals would restructure the regulatory regime for financial institutions and impose significant additional requirements and restrictions on banks and bank holding companies. To the extent the following material describes statutory or regulatory provisions; it is qualified in its entirety by reference to the particular statute or regulation. Any change in applicable lawslaw or regulation may have a material effect on the Company’s business and regulations.
Generaloperations, as well as those of its subsidiaries.
Bank Holding Company — Activities and Other Limitations. As a registered bank holding company registered with(“BHC”), the Federal Reserve BoardCompany is subject to regulation under the Bank Holding Company Act of 1956, as amended (the "BHCA"“BHCA”), Camden. In addition, the Company is subject to the supervision, examination and reporting requirementssupervision by the FRB, and is required to file reports with, and provide additional information requested by, the FRB. The enforcement powers available to federal banking regulators include, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, these enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. Under certain circumstances, federal and state law requires public disclosure and reports of certain criminal offenses and also enforcement actions by the Agencies.
Under the BHCA, the Company may not generally engage in activities or acquire more than 5% of any class of voting securities of any company which is not a bank or BHC, and may not engage directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiary banks, except that it may engage in and may own shares of companies engaged in certain activities the FRB determined to be so closely related to banking or managing and controlling banks as to be a proper incident thereto. However, a BHC that has elected to be treated as a “financial holding company” (“FHC”) may engage in activities that are financial in nature or incidental or complementary to such financial activities, as determined by the FRB alone, or together with the Secretary of the Department of the Treasury. The Company has not elected FHC status. Under certain circumstances, the Company may be required to give notice to or seek approval of the FRB before engaging in activities other than banking.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (“Riegle-Neal”) permits adequately or well capitalized and adequately or well managed BHCs, as determined by the FRB, to acquire banks in any state subject to certain concentration limits and other conditions. Riegle-Neal also generally authorizes the interstate merger of banks. In addition, among other things, Riegle-Neal permits banks to establish new branches on an interstate basis provided that the law of the host state specifically authorizes such action. However, as a BHC, we are required to obtain prior FRB approval before acquiring more than 5% of a class of voting securities, or substantially all of the assets, of a BHC, bank or savings association.
The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a BHC, such as the Company, unless the FRB has been notified and has not objected to the transaction. Under a rebuttable presumption established by the FRB, the acquisition of 10% or more of a class of voting securities of a BHC with a class of securities registered under Section 12 of the Exchange Act would, under the circumstances set forth in the presumption, constitute acquisition of control of the BHC. In addition, a company is required to obtain the approval of the FRB under the BHCA before acquiring 25% (5% in the case of an acquirer that is a BHC) or more of any class of outstanding voting securities of a BHC, or otherwise obtaining control or a “controlling influence” over that BHC. In September 2008, the FRB released guidance on minority investment in banks which relaxed the presumption of control for investments of greater than 10% of a class of outstanding voting securities of a BHC in certain instances discussed in the guidance.
Activities and Investments of National Banking Associations. National banking associations must comply with the National Bank Act and the regulations promulgated thereunder by the OCC, which limit the activities of national banking associations to those that are deemed to be part of, or incidental to, the Federal Reserve Board. In addition,“business of banking.” Activities that are part of, or incidental to, the business of banking include taking deposits, borrowing and lending money and discounting or negotiating paper. Subsidiaries of national banking associations generally may only engage in activities permissible for the parent national bank.
Bank Holding Company Support of Subsidiary Banks. Under FRB policy, a BHC is expected to act as a source of financial institution holding companyand managerial strength to each of its subsidiaries and to commit resources to their support. This support may be required at times when the BHC may not have the resources to provide it. Similarly, under the lawscross-guarantee provisions of the State of Maine, Camden is
subject to the requirements of applicable Maine law and the jurisdiction of the
Maine Superintendent. Camden's bank subsidiaries (which will include Kingfield
Savings Bank, the Maine-chartered bank subsidiary of KSB, upon consummation of
the Merger) (collectively, the "Banks") are subject to the regulation and
supervision of various federal and state authorities, including,Federal Deposit Insurance Act, as applicable,
the FDIC, the Office of the Comptroller of the Currencyamended (the "Comptroller"“FDIA”) and
the Maine Superintendent.
These federal and state regulatory authorities have broad enforcement
powers over Camden and its subsidiaries. For example, the activities and
operations of Camden are subject to extensive federal and state supervision
that, among other things, limits non-banking activities, imposes minimum capital
requirements and requires approval prior to consummation of certain
acquisitions. Similarly, each of the Banks is subject to extensive regulation
and supervision relating to, among other things, capital adequacy, liquidity,
management practices, branching, loans, earnings, dividends, investments and the
provision of both deposit and non deposit investment products.
Payment of Dividends
Camden is a legal entity separate and distinct from its bank and other
subsidiaries. A principal source of cash flow of Camden, including cash flow to
pay dividends to its stockholders, is dividends from its bank subsidiaries.
There are statutory and regulatory limitations on the payment of dividends by
these bank subsidiaries to Camden, as well as by Camden to its stockholders.
As to the payment of dividends, each of Camden's bank subsidiaries is
subject to the laws and regulations of its chartering jurisdiction and to the
regulations of its primary federal regulator. If the federal banking regulator
determines that a depository institution under its jurisdiction is engaged in or
is about to engage in an unsafe or unsound practice, the regulator may require,
after notice and hearing, that the institution cease and desist from such
practice. Depending on the financial condition of the depository institution, an
unsafe or unsound practice could include the payment of dividends. The federal
banking agencies have indicated that paying dividends that deplete a depository
institution's capital base to an inadequate level would be an unsafe and unsound
banking practice. Under, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"(the “FDIC”), a can hold any FDIC-insured depository institution may not payliable for any dividend if
payment would cause itloss suffered or anticipated by the FDIC in connection with (1) the “default” of a commonly controlled FDIC-insured depository institution; or (2) any assistance provided by the FDIC to become undercapitalized or if it already is
undercapitalized. The federal agencies have also issued policy statements that
provide that bank holding companiesa commonly controlled FDIC-insured depository institution “in danger of default.”
Transactions with Affiliates. Under Sections 23A and insured banks should generally only pay
dividends out23B of current operating earnings. The payment of dividends by Camdenthe Federal Reserve Act and its bank subsidiaries may also be affected or limited by other factors, such
as the requirement to maintain adequate capital above regulatory guidelines.
Certain Transactions by Bank Holding Companies and Their Affiliates
ThereRegulation W promulgated thereunder, there are various legal restrictions on the extent to which a bank holding
company, such as Camden,BHC and its non-banknonbank subsidiaries may borrow, obtain credit from or otherwise engage in "covered transactions"“covered transactions” with its FDIC-insured depository institution subsidiaries. Such borrowings and other covered transactions by an insured depository institution subsidiary (and its subsidiaries) with its non-depositorynondepository institution affiliates are limited to the following amounts: (1) in the case of anyone such affiliate, the aggregate amount of covered transactions of the insured depository institution and its subsidiaries cannot exceed 10% of the capital stock and surplus of the insured depository institution; and (2) in the case of all affiliates, the aggregate amount of covered transactions of the insured depository institution and its subsidiaries cannot exceed 20% of the capital stock and surplus of the insured depository institution. "Covered
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transactions"“Covered transactions” are defined by statute for these purposes to include a loan or extension of credit to an affiliate, a purchase of or investment in securities issued by an affiliate, a purchase of assets from an affiliate unless exempted by the Federal Reserve Board,FRB, the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any person or company, or the issuance of a guarantee, acceptance, or letter of credit on behalf of an affiliate. Covered transactions are also subject to certain collateral security requirements. Further, a bank holding companyBHC and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property of any kind, or furnishing of any service.
Support
Declaration of Subsidiary InstitutionsDividends. According to its Policy Statement on Cash Dividends Not Fully Covered by Earnings (the “FRB Dividend Policy”), the FRB considers adequate capital to be critical to the health of individual banking organizations and Liabilityto the safety and stability of Commonly Controlled
Depository Institutions
Under Federal Reserve Board policy, Camdenthe banking system. Of course, one of the major components of the capital adequacy of a bank or a BHC is expectedthe strength of its earnings, and the extent to actwhich its earnings are retained and added to capital or paid to shareholders in the form of cash dividends. Accordingly, the FRB Dividend Policy suggests that banks and BHCs generally should not maintain their existing rate of cash dividends on common stock unless the organization’s net income available to common shareholders over the past year has been sufficient to fully fund the dividends, and the prospective rate of earnings retention appears consistent with the organization’s capital needs, asset quality and overall financial condition. The FRB Dividend Policy reiterates the FRB’s belief that a BHC should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the BHC’s ability to serve as a source of financial strength for,strength.
Under Maine law, a corporation’s board of directors may declare, and committhe corporation may pay, dividends on its resourcesoutstanding shares, in cash or other property, generally only out of the corporation’s unreserved and unrestricted earned surplus, or out of the unreserved and unrestricted net earnings of the current fiscal year and the next preceding fiscal year taken as a single period, except under certain circumstances, including when the corporation is insolvent, or when the payment of the dividend would render the corporation insolvent or when the declaration would be contrary to support its bank
subsidiaries. This support may be required at times when Camdenthe corporation’s charter.
Dividend payments by national banks, such as CNB, also are subject to certain restrictions. For instance, national banks generally may not declare a dividend in excess of the bank’s undivided profits and, absent OCC approval, if the total amount of dividends declared by the national bank in any calendar year exceeds the total of the national bank’s retained net income of that year to date combined with its retained net income for the preceding two years. National banks also are prohibited from declaring or paying any dividend if, after making the dividend, the national bank would be inclinedconsidered “undercapitalized” (defined by reference to provide it. In addition, any capital loansother OCC regulations). Federal bank regulatory agencies have authority to prohibit banking institutions from paying dividends if those agencies determine that, based on the financial condition of the bank, such payment would constitute an unsafe or unsound practice. The FDIC has the authority to use its enforcement powers to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law also prohibits the payment of dividends by a bank holding companythat will result in the bank failing to anymeet its applicable capital requirements on a pro forma basis.
Capital Requirements. The FRB and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to United States banking organizations. In addition, the Agencies may from time to time require that a banking organization maintain capital above the minimum levels, whether because of its bank subsidiaries are subordinate to the paymentfinancial condition or actual or anticipated growth.
The FRB risk-based guidelines define a three-tier capital framework. Tier 1 capital includes common shareholders’ equity and qualifying preferred stock, less goodwill and other adjustments. Tier 2 capital consists of deposits and
to certain other indebtedness. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain thepreferred stock not qualifying as Tier 1 capital, of a bank subsidiary will be assumed
by the bankruptcy trustee and entitled to a priority of payment.
A depository institution insured by the FDIC can be held liable for any
loss incurred by, or reasonably expected to be incurred by, the FDIC in with the
default of a commonly controlled FDIC-insured depository institution or any
assistance provided by the FDIC to any commonly controlled FDIC-insured
depository institution "in danger of default." "Default" is defined generally as
the appointment of a conservator or receiver, and "in danger of default" is
defined generally as the existence of certain conditions indicating that a
default is likely to occur in the absence of regulatory assistance. The FDIC's
claim for damages is superior to claims of stockholders of the insured
depository institution or its holding company, but is subordinate to claims of
depositors, secured creditors, and holdersmandatory convertible debt, limited amounts of subordinated debt, (other than
affiliates)other qualifying term debt and the allowance for loan losses up to 1.25% of the commonly controlled insured depository institution. Camden's
bank subsidiaries are subject to these cross-guarantee provisions. As a result,
any loss sufferedrisk-weighted assets. Tier 3 capital includes subordinated debt that is unsecured, fully paid, has an original maturity of at least two years, is not redeemable before maturity without prior approval by the FDIC in respectFRB and includes a lock-in clause precluding payment of anyeither interest or principal if the payment would cause the issuing bank’s risk-based capital ratio to fall or remain below the required minimum. The sum of the Banks would likely result
in assertion of the cross-guarantee provisions, the assessment of estimated
losses against the other Banks,Tier 1 and a potential loss of Camden'sTier 2 capital less investments in unconsolidated subsidiaries represents qualifying total capital. Risk-based capital ratios are calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets and off-balance sheet exposures are assigned to one of four categories of risk-weights, based primarily on relative credit risk. The minimum Tier 1 capital ratio is 4% and the Banks.
Minimum Capital Requirements and Prompt Corrective Action
Capital adequacyminimum total capital ratio is an important component8%.
The leverage ratio is determined by dividing Tier 1 capital by adjusted average total assets. Although the stated minimum ratio is 3%, as a matter of state and federal regulationpolicy the actual minimum is 100 to 200 basis points above 3%. Banking organizations must maintain a ratio of bank holding companies and their bank subsidiaries. For example, theat least 5% to be classified as “well capitalized.”
The Federal Reserve has adopted,Deposit Insurance Corporation Improvement Act of 1991 (the “FDICIA”), among other things, minimum risk-based guidelines for
purposes of bank holding company regulation. More specifically, the Federal
Reserve has established that all bank holding companies should meet a minimum
risk-based capital ratio of qualifying total capital to risk-weighted assets of
8%, of which at least 4% should be in the form of Tier 1 capital (i.e., the sum
of core capital elements less goodwill and certain other intangible assets).
Moreover, federal banking regulators have establishedidentifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and requires the Agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements within such categories. The FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Failure to meet the capital guidelines could also subject a banking institution to capital raising requirements. An “undercapitalized” bank must develop a capital restoration plan and its parent holding company must guarantee that bank’s compliance with the plan. The liability of the parent holding company under any such guarantee is limited to the lesser of 5% of the bank’s assets at the time it became “undercapitalized” or the amount needed to comply with the plan. Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent’s general unsecured creditors. In addition, the FDICIA requires the Agencies to prescribe certain non-capital standards for safety and soundness relating generally to operations and management, asset quality and executive compensation, and permits regulatory action against a financial institution that does not meet such standards.
The Agencies have adopted substantially similar regulations that define the five capital categories identified by the FDICIA using the total risk-based capital, Tier 1 risk-based capital and leverage capital ratios as follows:the relevant capital measures. Such regulations establish various degrees of corrective action to be taken when an institution is considered undercapitalized. Under both the Comptroller and the FDIC's regulations, a bank isgenerally shall be deemed to be (1) "well capitalized"be:
“well capitalized” if it has a total risk-based capital ratio of 10%10.0% or more,greater, has a Tier 1I risk-based capital ratio of 6%6.0% or more, andhas a Tier 1 leverage
capital ratio of 5%5.0% or moregreater and is not subject to any written agreement, order or capital directive or prompt corrective action directive, (2) "adequately capitalized"directive;
“adequately capitalized” if it has a total risk-based capital ratio of 8%8.0% or more,greater, a Tier 1I risk-based capital ratio of 4%4.0% or more, and a Tier 1 leverage capital ratio of 4%4.0% or more
(3%greater (3.0% under certain circumstances) and does not meet the definition of "wella “well capitalized" (3) "undercapitalized" bank;”
“undercapitalized” if it has a total risk-based capital ratio that is less than 8%8.0%, a Tier 1I risk-based capital ratio that is less than 4%4.0% or a Tier 1 leverage capital ratio that is less than 4% (3%4.0% (3.0% under certain circumstances), (4) "significantly undercapitalized";
“significantly undercapitalized” if it has a total risk-
based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3% or6.0%, a Tier 1 leverageI risk-based capital ratio that is less than 3%,3.0% or a leverage ratio that is less than 3.0%; and (5)
"critically undercapitalized"
“critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2%2.0%. Section 38
Regulators also must take into consideration (1) concentrations of credit risk; (2) interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or its off-balance-sheet position); and (3) risks from non-traditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital. This evaluation will be made as a part of the Federal Deposit
Insurance Act (the "FDIA")institution’s regular safety and soundness examination. In addition, the regulations promulgated thereunder by the
federalCompany, and any bank with significant trading activity, must incorporate a measure for market risk into their regulatory capital calculations.
The Agencies may raise capital requirements applicable to banking agencies also specify circumstances under which a federal
banking agency may reclassify a well capitalized institution as adequately
capitalized and may require an adequately capitalized institution or an
undercapitalized institutionorganizations beyond current levels. The Company is unable to comply with supervisory actions as if it were in
the next lower category (except that neither the FDIC or the Comptroller may not
reclassify a significantly undercapitalized institution as critically
undercapitalized).
A number of sanctions maypredict whether higher capital requirements will be imposed and, if so, at what levels and on banks that are not in compliancewhat schedules. Therefore, the Company cannot predict what effect such higher requirements may have on it.
An institution generally must file a written capital restoration plan which meets specified requirements with
applicable capital requirements, including, without limitation,
restrictions on asset growth and imposition of a capital directive that may
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require, among other things, an increase in regulatory capital, reduction of
rates paid on savings accounts, cessation of or limitations on deposit-
gathering, lending, purchasing loans, making specified investments, or issuing
new accounts, limits on operational expenditures, an increase in liquidity, and
such other restrictions or corrective actions as the appropriate federal banking agency may deem necessarywithin 45 days of the date that the institution receives notice or appropriate. Federal law also restrictsis deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. An institution, which is required to submit a capital restoration plan, must concurrently submit a performance guaranty by each company that controls the useinstitution. A critically undercapitalized institution generally is to be placed in conservatorship or receivership within 90 days unless the federal banking agency determines to take such other action (with the concurrence of brokered deposits by certain depository institutions in certain capitalization
categories.
Under the system of prompt corrective action mandated by FDICIA,
immediatelyFDIC) that would better protect the deposit insurance fund. Immediately upon becoming undercapitalized, anthe institution will becomebecomes subject to the provisions of Section 38 of the FDIA, which include (1)including for example, (i) restricting payment of capital distributions and management fees, (2)(ii) requiring that the appropriate federal banking agency monitor the condition of the institution and its efforts to restore its capital, (3)(iii) requiring submission of a capital restoration plan, (4)(iv) restricting the growth of the institution'sinstitution’s assets and (5)(v) requiring prior approval of certain expansion proposals.
Certain Other Regulatory Requirements
Customer Information Security. The Agencies have adopted final guidelines for establishing standards for safeguarding nonpublic personal information about customers. These guidelines implement provisions of the Gramm-Leach-Bliley Act of 1999 (the “GLBA”), which establishes a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms, and other financial service providers by revising and expanding the BHCA framework. Specifically, the Information Security Guidelines established by the GLBA require each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against anticipated threats or hazards to the security or integrity of such information and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. The federal banking regulators have issued guidance for banks on response programs for unauthorized access to customer information. This guidance, among other things, requires notice to be sent to customers whose “sensitive information” has been compromised if unauthorized use of this information is “reasonably possible.” A majority of states have enacted legislation concerning breaches of data security and Congress is considering federal legislation that would require consumer notice of data security breaches.
Privacy. The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to nonaffiliated third parties. In general, the statute requires financial institutions to explain to consumers their policies and procedures regarding the disclosure of such nonpublic personal information, and, unless otherwise required or permitted by law, financial institutions are prohibited from disclosing such information except as provided in their policies and procedures.
USA PATRIOT Act. The USA PATRIOT Act of 2001, designed to deny terrorists and others the ability to obtain anonymous access to the U.S. financial system, has significant implications for depository institutions, broker-dealers, mutual funds, insurance companies and businesses of other types involved in the transfer of money. The USA PATRIOT Act, together with the implementing regulations of various Agencies, has caused financial institutions, including banks, to adopt and implement additional, or amend existing, policies and procedures with respect to, among other things, anti-money laundering compliance, suspicious activity and currency transaction reporting, customer identity verification and customer risk analysis. The statute and its underlying regulations also permit information sharing for counter-terrorist purposes between federal law enforcement agencies and financial institutions, as well as among financial institutions, subject to certain conditions, and require the FRB (and other Agencies) to evaluate the effectiveness of an applicant and a target institution in combating money laundering activities when considering applications filed under Section 3 of the BHCA or under the Bank Merger Act. In 2006, final regulations under the USA PATRIOT Act were issued requiring financial institutions, including the Company and its subsidiaries, to take additional steps to monitor their correspondent banking and private banking relationships as well as their relationships with “shell banks.” Management believes that the Company is in compliance with all the requirements prescribed by the USA PATRIOT Act and all applicable final implementing regulations.
Deposit Insurance. CNB pays deposit insurance premiums to the FDIC based on an assessment rate established by the FDIC. For most banks and savings associations, including CNB, FDIC rates depend upon a combination of CAMELS component ratings and financial ratios. CAMELS ratings reflect the applicable bank regulatory agency’s evaluation of the financial institution’s capital, asset quality, management, earnings, liquidity and sensitivity to risk. For large banks and savings associations that have long-term debt issuer ratings, assessment rates depend upon such ratings, and CAMELS component ratings. For institutions which are in the lowest risk category, assessment rates varied initially from 10 to 16 basis points per $100 of insured deposits.
In November 2009, the FDIC issued a final rule that mandated that insured depository institutions prepay their quarterly risk-based assessments to the FDIC for the fourth quarter of 2009 and for all of 2010, 2011, and 2012 on December 30, 2009. The amount of CNB’s prepaid deposit premium was $8.7 million. Each institution, including CNB, recorded the entire amount of its prepayment as an asset (a prepaid expense). The prepaid assessments bear a 0% risk weight for risk-based capital purposes. The prepaid assessment base for CNB was calculated using its third quarter 2009 assessment rate (using its CAMELS rating on that date). That assessment base will be adjusted quarterly with an estimated 5% annual growth in the assessment base through the end of 2012. The prepaid assessment rate for the fourth quarter of 2009 and for 2010 is based on CNB’s total base assessment rate for the third quarter of 2009, adjusted as if the assessment rate in effect on September 30, 2009 had been in effect for the entire third quarter. Further, the prepaid assessment rate for 2011 and 2012 is equal to the adjusted third quarter 2009 total base assessment rate plus 3 basis points. As of December 31, 2009, and each quarter thereafter, CNB will record an expense for its regular quarterly assessment for the quarter and a corresponding credit to the prepaid assessment until the asset is exhausted. The FDIC will not refund or collect additional prepaid assessments because of a decrease or growth in deposits over the next three years. However, should the prepaid assessment not be exhausted after collection of the amount due on June 30, 2013, the remaining amount of the prepayment will be returned to CNB. In 2008, the level of FDIC deposit insurance was temporarily increased from $100,000 to $250,000 per depositor and the increased level of insurance coverage will remain in effect through December 31, 2013.
The FDIC has the power to adjust deposit insurance assessment rates at any time. We cannot predict whether, as a result of the adverse change in U.S. economic conditions and, in particular, declines in the value of real estate in certain markets served by CNB, the FDIC will in the future further increase deposit insurance assessment levels.
Temporary Liquidity Guarantee Program. CNB is participating in the Transaction Account Guarantee Program (“TAGP”) component of the FDIC’s Temporary Liquidity Guarantee Program (“TLGP”). Through the TAGP, the FDIC will provide unlimited deposit insurance coverage for all noninterest-bearing transaction accounts through June 30, 2010. This includes traditional non-interest bearing checking accounts, certain types of attorney trust accounts and NOW accounts as long as the interest rate does not exceed 0.50%. The TAGP carries an annualized 10 basis point assessment, paid quarterly, on any deposit amounts exceeding the existing deposit insurance limit of $250,000. This assessment shall be in addition to an institution’s risk-based assessment noted above.
The Community Reinvestment Act. The Community Reinvestment Act (the “CRA”) requires lenders to identify the communities served by the institution’s offices and other deposit taking facilities and to make loans and investments and provide services that meet the credit needs of these communities. Regulatory agencies examine banks and rate such institutions’ compliance with the CRA as “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” Failure of an institution to receive at least a “Satisfactory” rating could inhibit such institution or its holding company from undertaking certain activities, including engaging in activities newly permitted as a financial holding company under the GLBA and acquisitions of other financial institutions. The FRB must take into account the record of performance of banks in meeting the credit needs of the entire community served, including low-and moderate-income neighborhoods. CNB has achieved a rating of “Outstanding” on its most recent examination.
Regulation R. The FRB approved Regulation R implementing the bank broker push out provisions under Title II of the GLBA. The GLBA provided 11 exceptions from the definition of “broker” in the Exchange Act that permit banks not registered as broker-dealers with the SEC to effect securities transactions under certain conditions. Regulation R, which was issued jointly by the SEC and the FRB, implements certain of these exceptions. CNB began compliance with Regulation R on the first day of the bank’s fiscal quarter starting after September 30, 2008. The FRB and the SEC have stated that they will jointly issue any interpretations or no-action letters/guidance regarding Regulation R and consult with each other and the appropriate federal banking agency with respect to formal enforcement actions pursuant to Regulation R.
Regulatory Enforcement Authority. The enforcement powers available to the Agencies include, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties. In general, these enforcement actions may be initiated for an undercapitalized institutionviolations of law and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities. Under certain circumstances, federal and state law requires public disclosure and reports of certain criminal offenses and also may take any
number of discretionary supervisoryfinal enforcement actions ifby the agency determines that any of
these actions is necessary to resolve the problemsAgencies.
Identity Theft Red Flags. The Agencies jointly issued final rules and guidelines in 2007 implementing Section 114 (“Section 114”) of the institution at the
least possible long-term cost to the deposit insurance fund, subject in certain
cases to specified procedures. These discretionary supervisory actions include
the following: requiring the institution to raise additional capital;
restricting transactions with affiliates; restricting interest rates paid by the
institution on deposits; requiring replacementFair and Accurate Credit Transactions Act of senior executive officers2003 (the “FACT Act”) and directors; restricting the activitiesfinal rules implementing section 315 of the institutionFACT Act (“Section 315”). Section 114 requires CNB to develop and its affiliates;
requiring divestitureimplement a written Identity Theft Prevention Program (the “Program”) to detect, prevent and mitigate identity theft in connection with the opening of certain accounts or certain existing accounts. Section 114 also requires credit and debit card issuers to assess the validity of notifications of changes of address under certain circumstances. The Agencies issued joint rules under Section 315 that provide guidance regarding reasonable policies and procedures that a user of consumer reports must employ when a consumer reporting agency sends the user a notice of address discrepancy. These final rules and guidelines became effective on January 1, 2008, and CNB began complying with the rules by November 1, 2008.
Fair Credit Reporting Affiliate Marketing Regulations. In 2007, the Agencies published final rules to implement the affiliate marketing provisions in Section 214 of the institution orFACT Act, which amends the saleFair Credit Reporting Act. The final rules generally prohibit a person from using information received from an affiliate to make a solicitation for marketing purposes to a consumer, unless the consumer is given notice and a reasonable opportunity and a reasonable and simple method to opt out of the institution to a
willing purchaser; and any other supervisory action that the agency deems
appropriate.
FDICIA provides for the appointmentmaking of a conservator or receiver for any
insured depository institution that is "critically undercapitalized," or that is
"undercapitalized" and (1) has no reasonable prospect of becoming "adequately
capitalized," (2) fails to become "adequately capitalized" when required to do
so under the prompt corrective action provisions, (3) fails to submit an
acceptable capital restoration plan within the prescribed time limits, or (4)
materially fails to implement an accepted capital restoration plan. In addition,
the appropriate federal regulatory agency will be required to appoint a receiver
(or a conservator) for a "critically undercapitalized" depository institution
within 90 days after the institution becomes "critically undercapitalized" or to
take such other action that would better achieve the purpose of Section 38 of
FDIA. Such alternative action can be renewed for successive 90 day periods. With
limited exceptions, however, if the institution continues to be "critically
undercapitalized"solicitations. These rules became effective on average during the quarter that begins 270 days after the
institution first became "critically undercapitalized," a receiver must be
appointed.
Government Policies and Legislative and Regulatory Proposals
The Banks' operations are generally affected by the economic, fiscal, and
monetary policies of the United States and its agencies and regulatory
authorities, particularly the Federal Reserve Board (which regulates the money
supply of the United States, reserve requirements against deposits, the discount
rate on Federal Reserve Board borrowings and related matters, and which conducts
open-market operations in U.S. government securities). The fiscal and economic
policies of various governmental entitiesJanuary 1, 2008, and the monetary policies ofCompany began complying with the Federal Reserve Board have a direct effect on the availability, growth, and
distribution of bank loans, investments, and deposits.
In addition, various proposals to change the laws and regulations governing
the operations and taxation of, and deposit insurance premiums paidrules by federally and state-chartered banks and other financial institutions areOctober 1, 2008.
DESCRIPTION OF THE SECURITIES
We may offer, from time to time, pending in Congressone or more offerings, up to $100,000,000 of the following securities:
| · | subordinated debt securities; |
The aggregate initial offering price of the offered securities that we may issue will not exceed $100,00,000. If we issue debt securities at a discount from their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued under this prospectus, we will include only the initial offering price of the debt securities and not the principal amount of the debt securities.
This prospectus contains a summary of the general terms of the various securities that we may offer. The prospectus supplement relating to any particular securities offered will describe the specific terms of the securities, which may be in addition to or different from the general terms summarized in this prospectus. Because the summary in this prospectus and in
state legislatures as well as before the
Federal Reserve Board, the FDIC, the Comptroller and other federal and state
bank regulatory authorities. The likelihood of any
major changes in the future,
and the impact any such changes might have on the Banks, are not possible to
determine.
6
PLAN OF DISTRIBUTION
Camden will sell the common stock offered hereby directly to investors. In
connection with the sale of the common stock offered hereby, Ryan, Beck & Co.,
Inc. will be paid a fee of ___________ for its services as an agent in
connection with the sale. In connection with the Merger, Ryan, Beck & Co., Inc.
is acting as Camden's financial advisor and will receive a fee for its services
in the amount of $300,000. Camden may from time to time sell common stock
directly to other persons and may engage in other financing transactions,
including public offerings and private placements of equity securities.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission under the Securities Act of
1933. This prospectus and any accompanying prospectus supplement dodoes not contain all of the information includedthat you may find useful, you should read the documents relating to the securities that are described in this prospectus or in any applicable prospectus supplement. Please read “Where You Can Find More Information” to find out how you can obtain a copy of those documents.
The applicable prospectus supplement will also contain the terms of a given offering, the initial offering price and our net proceeds. Where applicable, a prospectus supplement will also describe any material United States federal income tax consequences relating to the securities offered and indicate whether the securities offered are or will be quoted or listed on any quotation system or securities exchange.
DESCRIPTION OF DEBT SECURITIES
This prospectus describes the general terms and provisions of the debt securities we may issue. When we offer to sell a particular series of debt securities, we will describe the specific terms of the securities in a supplement to this prospectus, including any additional covenants or changes to existing covenants relating to such series. The prospectus supplement will also indicate whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. You should read the actual indenture if you do not fully understand a term or the way we use it in this prospectus.
We may offer senior debt securities or subordinated debt securities. Each series of debt securities may have different terms. The senior debt securities will be issued under an indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and the trustee identified in the registration statement. For further
information, weapplicable prospectus supplement. We will refer you to any such indenture throughout this prospectus as the “senior indenture.” Any subordinated debt securities will be issued under a separate indenture, as amended or supplemented from time to time, dated as of a date prior to such issuance, between us and the trustee identified in the applicable prospectus supplement. We will refer to any such indenture throughout this prospectus as the “subordinated indenture” and to a trustee under any senior or subordinated indenture as the “trustee.” The senior indenture and the subordinated indenture are sometimes collectively referred to in this prospectus as the “indentures.” The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended. We included copies of the forms of the indentures as exhibits to our registration statement including its exhibits.
Statements containedand they are incorporated into this prospectus by reference.
If we issue debt securities at a discount from their principal amount, then, for purposes of calculating the aggregate initial offering price of the offered securities issued under this prospectus, we will include only the initial offering price of the debt securities and not the principal amount of the debt securities.
We have summarized below the material provisions of the indentures and the debt securities, or indicated which material provisions will be described in the related prospectus supplement. The prospectus supplement relating to any particular securities offered will describe the specific terms of the securities, which may be in addition to or different from the general terms summarized in this prospectus. Because the summary in this prospectus and in any prospectus supplement does not contain all of the information that you may find useful, you should read the documents relating to the securities that are described in this prospectus or in any applicable prospectus supplement. Please read “Where You Can Find More Information” to find out how you can obtain a copy of those documents. Except as otherwise indicated, the terms of the indentures are identical. As used under this caption, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities issued by us under the indentures.
Because we are a holding company, our rights and the rights of our creditors, including the holders of the debt securities offered in this prospectus, to participate in the assets of any subsidiary during its liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, unless we are ourselves a creditor with recognized claims against the subsidiary. Any capital loans that we make to any of our subsidiaries would be subordinate in right of payment to deposits and to other indebtedness of the subsidiary. Claims from creditors (other than us), on the subsidiaries, may include long-term and medium-term debt and substantial obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings.
General
The indentures:
| · | do not limit the amount of debt securities that we may issue; |
| · | allow us to issue debt securities in one or more series; |
| · | do not require us to issue all of the debt securities of a series at the same time; |
| · | allow us to reopen a series to issue additional debt securities without the consent of the debt securityholders of such series; and |
| · | provide that the debt securities will be unsecured, except as may be set forth in the applicable prospectus supplement. |
Unless we give you different information in the applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “Description of the Debt Securities—Subordination” and in the applicable prospectus supplement.
Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustees with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture.
The prospectus supplement for each offering will provide the following terms, where applicable:
| · | the title of the debt securities and whether they are senior or subordinated; |
| · | the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized; |
| · | the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or the method by which any such portion shall be determined; |
| · | if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of common stock received on conversion; |
| · | the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; |
| · | the fixed or variable interest rate or rates at which the debt securities will bear interest, if any, or the method by which the interest rate or rates is determined; |
| · | the date or dates, or the method for determining the date or dates, from which interest will accrue; |
| · | the dates on which interest will be payable; |
| · | the record dates for interest payment dates, or the method by which we will determine those dates; |
| · | the persons to whom interest will be payable; |
| · | the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; |
| · | any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payment of such debt security, or the method for determining the make-whole amount; |
| · | the place or places where the principal of, and any premium (or make-whole amount) and interest on, the debt securities will be payable; |
| · | where the debt securities may be surrendered for registration of transfer or exchange; |
| · | where notices or demands to or upon us in respect of the debt securities and the applicable indenture may be served; |
| · | the times, prices and other terms and conditions upon which we may redeem the debt securities; |
| · | any obligation we have to redeem, repay or purchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or purchase the debt securities as a result of such an obligation; |
| · | the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars; |
| · | if other than denominations of $1,000 or an even multiple of $1,000, the denominations in which the debt securities will be issued; |
| · | whether the principal of, and any premium (or make-whole amount) or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions; |
| · | whether the amount of payments of principal of, and any premium (or make-whole amount) or interest on, the debt securities may be determined according to an index, formula or other method and how such amounts will be determined; |
| · | if less than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon a declaration of the acceleration of the maturity of such debt securities; |
| · | whether the debt securities will be in registered form, bearer form or both and (1) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (2) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity; |
| · | any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa if permitted by applicable laws and regulations; |
| · | whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may or shall be required to exchange their interests for other debt securities of the series, and the manner in which interest shall be paid; |
| · | the identity of the depositary for securities in registered form, if such series are to be issuable as a global security; |
| · | the date as of which any debt securities in bearer form or in temporary global form shall be dated if other than the original issuance date of the first security of the series to be issued; |
| · | the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture; |
| · | whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities in lieu of making such a payment; |
| · | the circumstances, if any, in the applicable prospectus supplement, under which beneficial owners of interests in the global security may obtain definitive debt securities and the manner in which payments on a permanent global debt security will be made if any debt securities are issuable in temporary or permanent global form; |
| · | any provisions granting special rights to holders of securities upon the occurrence of such events as specified in the applicable prospectus supplement; |
| · | if the debt securities of such series are to be issuable in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; |
| · | the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; |
| · | any deletions from, modifications of, or additions to our events of default or covenants and any change in the right of any trustee or any of the holders to declare the principal amount of any of such debt securities due and payable; and |
| · | any other terms of such debt securities not inconsistent with the provisions of the applicable indenture. |
We may issue debt securities at a discount below their principal amount and provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the United States federal income tax consequences and other relevant considerations applicable to original issue discount securities.
Except as described under “—Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (1) would limit our ability to incur indebtedness or (2) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets.
We will provide you with more information in the applicable prospectus supplement regarding any deletions, modifications, or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.
Payment
Unless we give you different information in the applicable prospectus supplement, the principal of, and any premium (or make-whole amount) and interest on, any series of the debt securities will be payable at the corporate trust office of the trustee. We will provide you with the address of the trustee in the applicable prospectus supplement. We may also pay interest by mailing a check to the address of the person entitled to it as it appears in the applicable register for the debt securities or by wire transfer of funds to that person at an account maintained within the United States.
All monies that we pay to a paying agent or a trustee for the payment of the principal of, and any premium (or make-whole amount) or interest on, any debt security will be repaid to us if unclaimed at the end of two years after the obligation underlying payment becomes due and payable. After funds have been returned to us, the holder of the debt security may look only to us for payment, without payment of interest for the period we hold the funds.
Denomination, Interest, Registration and Transfer
Unless otherwise described in the applicable prospectus supplement, the debt securities of any series will be issuable in denominations of $1,000 and integral multiples of $1,000.
Subject to the limitations imposed upon debt securities that are evidenced by a computerized entry in the records of a depository company rather than by physical delivery of a note, a holder of debt securities of any series may:
| · | exchange them for any authorized denomination of other debt securities of the same series and of a like aggregate principal amount and kind upon surrender of such debt securities at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose; and |
| · | surrender them for registration of transfer or exchange at the corporate trust office of the applicable trustee or at the office of any transfer agent that we designate for such purpose. |
Every debt security surrendered for registration of transfer or exchange must be duly endorsed or accompanied by a written instrument of transfer satisfactory to the applicable trustee or transfer agent. Payment of a service charge will not be required for any registration of transfer or exchange of any debt securities, but either the trustee or we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. If in addition to the applicable trustee, the applicable prospectus supplement refers to any transfer agent initially designated by us for any series of debt securities, we may at any time rescind the designation of any such transfer agent or approve a change in the location through which any such transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for such series. We may at any time designate additional transfer agents for any series of debt securities.
Neither we nor any trustee shall be required to:
| · | issue, register the transfer of, or exchange debt securities of any series during a period beginning at the opening of business 15 days before the day that the notice of redemption of any debt securities selected for redemption is mailed and ending at the close of business on the day of such mailing; |
| · | register the transfer of or exchange any debt security, or portion thereof, so selected for redemption, in whole or in part, except the unredeemed portion of any debt security being redeemed in part; or |
| · | issue, register the transfer of or exchange any debt security that has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid. |
Merger, Consolidation or Sale of Assets
The indentures provide that we may, without the consent of the holders of any outstanding debt securities, (1) consolidate with, (2) sell, lease or convey all or substantially all of our assets to, or (3) merge with or into, any other entity provided that:
| · | either we are the continuing entity, or the successor entity, if other than us, assumes the obligations (A) to pay the principal of, and any premium (or make whole amount) and interest on, all of the debt securities and (B) to duly perform and observe all of the covenants and conditions contained in each indenture; |
| · | after giving effect to the transaction, there is no event of default under the indentures and no event which, after notice or the lapse of time, or both, would become such an event of default, occurs and continues; and |
| · | an officers’ certificate and legal opinion covering such conditions are delivered to each applicable trustee. |
Covenants
Below is a summary of certain covenants we are required to observe under the indentures.
Payment of Principal, Premium and Interest. The indentures require us, with respect to each series of debt securities, to duly and punctually pay the principal of (and premium or make-whole amounts, if any) and interest on the debt securities of that series in accordance with the terms of the debt securities and the applicable indenture.
Existence. Except as permitted under “—Merger, Consolidation or Sale of Assets,” the indentures require us to do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights and franchises. However, the indentures do not require us to preserve any right or franchise if we determine that any right or franchise is no longer desirable in the conduct of our business.
Payment of Taxes and Other Claims. The indentures require us to pay, discharge or cause to be paid or discharged, before they become delinquent (1) all taxes, assessments and governmental charges levied or imposed on us, our affiliates or our affiliates’ income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon our property or the property of our subsidiaries. However, we will not be required to pay, discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Provision of Financial Information. The indentures require us to (1) within 15 days of each of the respective dates by which we are required to file our annual reports, quarterly reports and other documents with the SEC, file with the trustee copies of the annual report, quarterly report and other documents that we file with the SEC under Section 13 or 15(d) of the Exchange Act, (2) file with the trustee and the SEC any additional information, documents and reports regarding compliance by us with the conditions and covenants of the indentures, as required, (3) within 30 days after the filing with the trustee, mail to all holders of debt securities, as their names and addresses appear in the applicable register for such debt securities, without cost to such holders, summaries of any documents and reports required to be filed by us pursuant to (1) and (2) above, and (4) supply, promptly upon written request and payment of the reasonable cost of duplication and delivery, copies of such documents to any prospective holder.
Additional Covenants. The applicable prospectus supplement will set forth any additional covenants applicable to us relating to any series of debt securities.
Events of Default, Notice and Waiver
Unless the applicable prospectus supplement states otherwise, when we refer to “events of default” as defined in the indentures with respect to any series of debt securities, we mean:
| · | default in the payment of any installment of interest on any debt security of such series continuing for 30 days; |
| · | default in the payment of principal of (or any premium or make-whole amount, if any, on) any debt security of such series at its maturity; |
| · | default in deposit of any sinking fund payment as required for any debt security of such series; |
| · | default in the performance or breach of any of our covenants or warranties contained in the applicable indenture continuing for 60 days after written notice to us as provided in the applicable indenture, but not of a covenant added to the indenture solely for the benefit of a series of debt securities issued thereunder other than such series; |
| · | a default under any bond, debenture, note, mortgage, indenture or instrument: |
| (1) | having an aggregate principal amount of at least $30,000,000; or |
| (2) | under which there may be issued, secured or evidenced any existing or later created indebtedness for money borrowed by us or our subsidiaries, if we are directly responsible or liable as obligor or guarantor, |
if the default results in the indebtedness becoming or being declared due and payable prior to the date it otherwise would have, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within 30 days after notice to the issuing company specifying such default. Such notice shall be given to us by the trustee, or to us and the trustee by the holders of at least 10% in principal amount of the outstanding debt securities of that series. The written notice specifying such default and requiring us to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and shall state that such notice is a “Notice of Default” under such indenture;
| · | bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of the Company or any significant subsidiary of the Company; and |
| · | any other event of default provided with respect to a particular series of debt securities. |
When we use the term “significant subsidiary,” we refer to the meaning ascribed to such term in Rule 1-02 of Regulation S-X promulgated under the Securities Act of 1933, as amended, or Securities Act.
If an event of default occurs and is continuing with respect to debt securities of any series outstanding, then the applicable trustee or the holders of 25% or more in principal amount of the outstanding debt securities of that series will have the right to declare the principal amount of all the debt securities of that series to be due and payable immediately. If the debt securities of that series are original issue discount securities or indexed securities, then the applicable trustee or the holders of 25% or more in principal amount of the outstanding debt securities of that series will have the right to declare the portion of the principal amount as may be specified in the terms thereof to be due and payable. However, at any time after such a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of at least a majority in principal amount of outstanding debt securities of such series or of all debt securities then outstanding under the applicable indenture may rescind and annul such declaration and its consequences if:
| · | we have paid or deposited with the applicable trustee all required payments of the principal, any premium (or make-whole amount), and interest, plus applicable fees, expenses, disbursements and advances of the applicable trustee; and |
| · | all events of default, other than the non-payment of accelerated principal, or a specified portion thereof, and any premium (or make-whole amount), have been cured or waived. |
The indentures also provide that the holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under the applicable indenture may on behalf of all holders waive any past default with respect to such series and its consequences, except a default:
| · | in the payment of the principal, any premium (or make-whole amount) or interest; |
| · | in respect of a covenant or provision contained in the applicable indenture that cannot be modified or amended without the consent of the holders of the outstanding debt security that is affected by the default; or |
| · | in respect of a covenant or provision for the benefit or protection of the trustee, without its express written consent. |
The indentures require each trustee to give notice to the holders of debt securities within 90 days of a default unless such default has been cured or waived. However, the trustee may withhold notice if specified responsible officers of such trustee consider such withholding to be in the interest of the holders of debt securities. The trustee may not withhold notice of a default in the payment of principal, any premium or interest on any debt security of such series or in the payment of any sinking fund installment in respect of any debt security of such series.
The indentures provide that holders of debt securities of any series may not institute any proceedings, judicial or otherwise, with respect to such indenture or for any remedy under the indenture, unless the trustee fails to act for a period of 60 days after the trustee has received a written request to institute proceedings in respect of an event of default from the holders of 25% or more in principal amount of the outstanding debt securities of such series, as well as an offer of indemnity reasonably satisfactory to the trustee. However, this provision will not prevent any holder of debt securities from instituting suit for the enforcement of payment of the principal of, and any premium (or make-whole amount) and interest on, such debt securities at the respective due dates thereof.
The indentures provide that, subject to provisions in each indenture relating to its duties in the case of a default, a trustee has no obligation to exercise any of its rights or powers at the request or direction of any holders of any series of debt securities then outstanding under the indenture, unless the holders have offered to the trustee reasonable security or indemnity. The holders of at least a majority in principal amount of the outstanding debt securities of any series or of all debt securities then outstanding under an indenture shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee, or of exercising any trust or power conferred upon such trustee. However, a trustee may refuse to follow any direction which:
| · | is in conflict with any law or the applicable indenture; |
| · | may involve the trustee in personal liability; or |
| · | may be unduly prejudicial to the holders of debt securities of the series not joining the proceeding. |
Within 120 days after the close of each fiscal year, we will be required to deliver to each trustee a certificate, signed by one of our several specified officers stating whether or not that officer has knowledge of any default under the applicable indenture. If the officer has knowledge of any default, the notice must specify the nature and status of the default.
Modification of the Indentures
We may modify and amend the indentures only with the consent of the affected holders of at least a majority in principal amount of all outstanding debt securities issued under the applicable indenture. However, no such modification or amendment may, without the consent of the holders of the debt securities affected by the modification or amendment:
| · | change the stated maturity of the principal of, or any premium (or make-whole amount) on, or any installment of principal of or interest on, any such debt security; |
| · | reduce the principal amount of, the rate or amount of interest on or any premium (or make-whole amount) payable on redemption of any such debt security; |
| · | reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any such debt security; |
| · | change the place of payment or the coin or currency for payment of principal of, or any premium (or make-whole amount) or interest on, any such debt security; |
| · | impair the right to institute suit for the enforcement of any payment on or with respect to any such debt security; |
| · | reduce the percentage in principal amount of any outstanding debt securities necessary to modify or amend the applicable indenture with respect to such debt securities, to waive compliance with particular provisions thereof or defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the applicable indenture; or |
| · | modify any of the foregoing provisions or any of the provisions relating to the waiver of particular past defaults or covenants, except to increase the required percentage to effect such action or to provide that some of the other provisions may not be modified or waived without the consent of the holder of such debt security. |
The holders of a majority in aggregate principal amount of the outstanding debt securities of each series may, on behalf of all holders of debt securities of that series, waive, insofar as that series is concerned, our compliance with material restrictive covenants of the applicable indenture.
We and the trustee may make modifications and amendments of an indenture without the consent of any holder of debt securities for any of the following purposes:
| · | to evidence the succession of another person to us as obligor under such indenture; |
| · | to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in such indenture; |
| · | to add events of default for the benefit of the holders of all or any series of debt securities; |
| · | to add or change any provisions of an indenture (1) to change or eliminate restrictions on the payment of principal of, or premium, or make whole amount, or interest on, debt securities in bearer form, or (2) to permit or facilitate the issuance of debt securities in uncertificated form, provided that such action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect; |
| · | to change or eliminate any provisions of an indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding of any series created prior thereto which are entitled to the benefit of such provision; |
| · | to secure the debt securities; |
| · | to establish the form or terms of debt securities of any series; |
| · | to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under an indenture by more than one trustee; |
| · | to cure any ambiguity, defect or inconsistency in an indenture, provided that such action shall not adversely affect the interests of holders of debt securities of any series issued under such indenture; and |
| · | to supplement any of the provisions of an indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of such debt securities, provided that such action shall not adversely affect the interests of the holders of the outstanding debt securities of any series. |
Voting
The indentures provide that in determining whether the holders of the requisite principal amount of outstanding debt securities of a series have given any request, demand, authorization, direction, notice, consent or waiver under the indentures or whether a quorum is present at a meeting of holders of debt securities:
| · | the principal amount of an original issue discount security that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof; |
| · | the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the United States dollar equivalent, determined on the issue date for such debt security, of the principal amount or, in the case of an original issue discount security, the United States dollar equivalent on the issue date of such debt security of the amount determined as provided in the preceding bullet point; |
| · | the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided for such indexed security under such indenture; and |
| · | debt securities owned by us or any other obligor upon the debt securities or by any affiliate of ours or of such other obligor shall be disregarded. |
The indentures contain provisions for convening meetings of the holders of debt securities of a series. A meeting will be permitted to be called at any time by the applicable trustee, and also, upon request, by us or the holders of at least 25% in principal amount of the outstanding debt securities of such series, in any such case upon notice given as provided in such indenture. Except for any consent that must be given by the holder of each debt security affected by the modifications and amendments of an indenture described above, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series represented at such meeting.
Notwithstanding the preceding paragraph, except as referred to above, any resolution relating to a request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, of the aggregate principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of such specified percentage.
Any resolution passed or decision taken at any properly held meeting of holders of debt securities of any series will be binding on all holders of such series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the outstanding debt securities of a series. However, if any action is to be taken relating to a consent or waiver which may be given by the holders of at least a specified percentage in principal amount of the outstanding debt securities of a series, the persons holding such percentage will constitute a quorum.
Notwithstanding the foregoing provisions, the indentures provide that if any action is to be taken at a meeting with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that such indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding debt securities affected by such action, or of the holders of such series and one or more additional series:
| · | there shall be no minimum quorum requirement for such meeting; and |
| · | the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture. |
Subordination
Unless otherwise provided in the applicable prospectus supplement, subordinated securities will be subject to the following subordination provisions.
Upon any distribution to our creditors in a liquidation, dissolution or reorganization, the payment of the principal of and interest on any subordinated securities will be subordinated to the extent provided in the applicable indenture in right of payment to the prior payment in full of all senior debt. However, our obligation to make payments of the principal of and interest on such subordinated securities otherwise will not be affected. No payment of principal or interest will be permitted to be made on subordinated securities at any time if a default on senior debt exists that permits the holders of such senior debt to accelerate its maturity and the default is the subject of judicial proceedings or we receive notice of the default. After all senior debt is paid in full and until the subordinated securities are paid in full, holders of subordinated securities will be subrogated to the rights of holders of senior debt to the extent that distributions otherwise payable to holders of subordinated securities have been applied to the payment of senior debt. The subordinated indenture will not restrict the amount of senior debt or other indebtedness of the Company and its subsidiaries. As a result of these subordination provisions, in the event of a distribution of assets upon insolvency, holders of subordinated securities may recover less, ratably, than our general creditors.
The term “senior debt” will be defined in the applicable indenture as the principal of and interest on, or substantially similar payments to be made by us in respect of, other outstanding indebtedness, whether outstanding at the date of execution of the applicable indenture or subsequently incurred, created or assumed. The prospectus supplement may include a description of additional terms implementing the subordination feature.
No restrictions will be included in any indenture relating to subordinated securities upon the creation of additional senior debt.
If this prospectus is being delivered in connection with the offering of a series of subordinated securities, the accompanying prospectus supplement aboutor the information incorporated in this prospectus by reference will set forth the approximate amount of senior debt outstanding as of the end of our most recent fiscal quarter.
Discharge, Defeasance and Covenant Defeasance
Unless otherwise indicated in the applicable prospectus supplement, the indentures allow us to discharge our obligations to holders of any series of debt securities issued under any indenture when:
| · | either (1) all securities of such series have already been delivered to the applicable trustee for cancellation; or (2) all securities of such series have not already been delivered to the applicable trustee for cancellation but (a) have become due and payable, (b) will become due and payable within one year, or (c) if redeemable at our option, are to be redeemed within one year, and we have irrevocably deposited with the applicable trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable, an amount sufficient to pay the entire indebtedness on such debt securities in respect of principal and any premium (or make-whole amount) and interest to the date of such deposit if such debt securities have become due and payable or, if they have not, to the stated maturity or redemption date; |
| · | we have paid or caused to be paid all other sums payable; and |
| · | we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that the conditions to discharging the debt securities have been satisfied. |
Unless otherwise indicated in the applicable prospectus supplement, the indentures provide that, upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in such currency or currencies, currency unit or units or composite currency or currencies in which such debt securities are payable at stated maturity, or government obligations, or both, applicable to such debt securities, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, and any premium (or make-whole amount) and interest on, such debt securities, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor, we may elect either:
| · | to defease and be discharged from any and all obligations with respect to such debt securities; or |
| · | to be released from our obligations with respect to such debt securities under the applicable indenture or, if provided in the applicable prospectus supplement, our obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to such debt securities. |
Notwithstanding the above, we may not elect to defease and be discharged from the obligation to pay any additional amounts upon the occurrence of particular events of tax, assessment or governmental charge with respect to payments on such debt securities and the obligations to register the transfer or exchange of such debt securities, to replace temporary or mutilated, destroyed, lost or stolen debt securities, to maintain an office or agency in respect of such debt securities, or to hold monies for payment in trust.
The indentures only permit us to establish the trust described in the paragraph above if, among other things, we have delivered to the applicable trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling received from or published by the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the indenture. In the event of such defeasance, the holders of such debt securities would be able to look only to such trust fund for payment of principal, any premium (or make-whole amount), and interest.
When we use the term “government obligations,” we mean securities that are:
| · | direct obligations of the United States or the government that issued the foreign currency in which the debt securities of a particular series are payable, for the payment of which its full faith and credit is pledged; or |
| · | obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States or other government that issued the foreign currency in which the debt securities of such series are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States or such other government, which are not callable or redeemable at the option of the issuer thereof and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depositary receipt. However, except as required by law, such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depositary receipt. |
Unless otherwise provided in the applicable prospectus supplement, if after we have deposited funds and/or government obligations to effect defeasance or covenant defeasance with respect to debt securities of any series, (a) the holder of a debt security of such series is entitled to, and does, elect under the terms of the applicable indenture or the terms of such debt security to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of such debt security, or (b) a conversion event occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, the indebtedness represented by such debt security will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, and premium (or make-whole amount) and interest on, such debt security as they become due out of the proceeds yielded by converting the amount so deposited in respect of such debt security into the currency, currency unit or composite currency in which such debt security becomes payable as a result of such election or such cessation of usage based on the applicable market exchange rate.
When we use the term “conversion event,” we mean no longer using:
| · | a currency, currency unit or composite currency both by the government of the country that issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community; |
| · | the European Currency Unit both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities; or |
| · | any currency unit or composite currency other than the European Currency Unit for the purposes for which it was established. |
Unless otherwise provided in the applicable prospectus supplement, all payments of principal of, and any premium (or make-whole amount) and interest on, any debt security that is payable in a foreign currency that ceases to be used by its government of issuance shall be made in United States dollars.
In the event that (a) we effect covenant defeasance with respect to any debt securities and (b) such debt securities are declared due and payable because of the occurrence of any event of default, the amount in such currency, currency unit or composite currency in which such debt securities are payable, and government obligations on deposit with the applicable trustee, will be sufficient to pay amounts due on such debt securities at the time of their stated maturity but may not be sufficient to pay amounts due on such debt securities at the time of the acceleration resulting from such event of default. However, we would remain liable to make payments of such amounts due at the time of acceleration.
The applicable prospectus supplement may further describe the provisions, if any, permitting such defeasance or contentscovenant defeasance, including any modifications to the provisions described above, with respect to the debt securities of or within a particular series.
Conversion Rights
The terms and conditions, if any, upon which the debt securities are convertible into common stock will be set forth in the applicable prospectus supplement. The terms will include whether the debt securities are convertible into shares of common stock, the conversion price, or manner of calculation thereof, the conversion period, provisions as to whether conversion will be at the issuing company’s option or the option of the holders, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of the debt securities and any restrictions on conversion.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depository identified in the applicable prospectus supplement relating to such series. Global securities, if any, issued in the United States are expected to be deposited with The Depository Trust Company (“DTC”), as depository. We may issue global securities in either registered or bearer form and in either temporary or permanent form. We will describe the specific terms of the depository arrangement with respect to a series of debt securities in the applicable prospectus supplement relating to such series. We expect that unless the applicable prospectus supplement provides otherwise, the following provisions will apply to depository arrangements.
Once a global security is issued, the depository for such global security or its nominee will credit on its book entry registration and transfer system the respective principal amounts of the individual debt securities represented by such global security to the accounts of participants that have accounts with such depository. Such accounts shall be designated by the underwriters, dealers or agents with respect to such debt securities or by us if we offer such debt securities directly. Ownership of beneficial interests in such global security will be limited to participants with the depository or persons that may hold interests through those participants.
We expect that, under procedures established by DTC, ownership of beneficial interests in any global security for which DTC is the depository will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee, with respect to beneficial interests of participants with the depository, and records of participants, with respect to beneficial interests of persons who hold through participants with the depository. Neither we nor the trustee will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC or any of its participants relating to beneficial ownership interests in the debt securities. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to own, pledge or transfer beneficial interest in a global security.
So long as the depository for a global security or its nominee is the registered owner of such global security, such depository or such nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as described below or in the applicable prospectus supplement, owners of beneficial interest in a global security will not be entitled to have any of the individual debt securities represented by such global security registered in their names, will not receive or be entitled to receive physical delivery of any agreementsuch debt securities in definitive form and will not be considered the owners or other document
areholders thereof under the applicable indenture. Beneficial owners of debt securities evidenced by a global security will not necessarily complete. Ifbe considered the Securities and Exchange Commission's rules
and regulations require that such agreementowners or document be filed as an exhibitholders thereof under the applicable indenture for any purpose, including with respect to the registration statement, please seegiving of any direction, instructions or approvals to the trustee under the indenture. Accordingly, each person owning a beneficial interest in a global security with respect to which DTC is the depository must rely on the procedures of DTC and, if such person is not a participant with the depository, on the procedures of the participant through which such person owns its interests, to exercise any rights of a holder under the applicable indenture. We understand that, under existing industry practice, if DTC requests any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action which a holder is entitled to give or take under the applicable indenture, DTC would authorize the participants holding the relevant beneficial interest to give or take such action, and such participants would authorize beneficial owners through such participants to give or take such actions or would otherwise act upon the instructions of beneficial owners holding through them.
Payments of principal of, and any premium, or make whole amount, and interest on, individual debt securities represented by a global security registered in the name of a depository or its nominee will be made to or at the direction of the depository or its nominee, as the case may be, as the registered owner of the global security under the applicable indenture. Under the terms of the applicable indenture, we and the trustee may treat the persons in whose name debt securities, including a global security, are registered as the owners thereof for the purpose of receiving such payments. Consequently, neither we nor the trustee have or will have any responsibility or liability for the payment of such amounts to beneficial owners of debt securities including principal, any premium, or make whole amount, or interest. We believe, however, that it is currently the policy of DTC to immediately credit the accounts of relevant participants with such payments, in amounts proportionate to their respective holdings of beneficial interests in the relevant global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in street name, and will be the responsibility of such participants. Redemption notices with respect to any debt securities represented by a global security will be sent to the depository or its nominee. If less than all of the debt securities of any series are to be redeemed, we expect the depository to determine the amount of the interest of each participant in such debt securities to be redeemed to be determined by lot. Neither we, the trustee, any paying agent nor the security registrar for such debt securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the global security for such debt securities or for maintaining any records with respect thereto.
Neither we nor the trustee will be liable for any delay by the holders of a global security or the depository in identifying the beneficial owners of debt securities, and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of a global security or the depository for all purposes. The rules applicable to DTC and its participants are on file with the SEC.
If a depository for any debt securities is at any time unwilling, unable or ineligible to continue as depository and we do not appoint a successor depository within 90 days, we will issue individual debt securities in exchange for the global security representing such debt securities. In addition, we may at any time and in our sole discretion, subject to any limitations described in the applicable prospectus supplement relating to such debt securities, determine not to have any of such debt securities represented by one or more global securities and in such event will issue individual debt securities in exchange for the global security or securities representing such debt securities. Individual debt securities so issued will be issued in denominations of $1,000 and integral multiples of $1,000.
The debt securities of a series may also be issued in whole or in part in the form of one or more bearer global securities that will be deposited with a depository, or with a nominee for such depository, identified in the applicable prospectus supplement. Any such bearer global securities may be issued in temporary or permanent form. The specific terms and procedures, including the specific terms of the depository arrangement, with respect to any portion of a series of debt securities to be represented by one or more bearer global securities will be described in the applicable prospectus supplement.
No Recourse
There is no recourse under any obligation, covenant or agreement in the applicable indenture or document forwith respect to any security against any of our or our successor’s past, present or future stockholders, employees, officers or directors.
DESCRIPTION OF COMMON STOCK
The following is a
complete description of these matters.
WHERE YOU CAN FIND MORE INFORMATIONthe material terms and provisions of our common stock. It may not contain all the information that is important to you. Therefore, you should read our charter and bylaws before you purchase any shares of our common stock.
General
Under our charter, we have authority, without further stockholder action, to provide for the issuance of up to 20,000,000 shares of common stock, no par value per share. We file annual, quarterly and special reports, proxy statements and other
information withmay amend our charter from time to time to increase the Securities and Exchange Commission. You may read and copy
any document we file atnumber of authorized shares of common stock. Any such amendment would require the Securities and Exchange Commission's public
reference rooms in Washington, D.C., Chicago, Illinois, and New York, New York.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Our Securities and Exchange
Commission filings are also available to the public from the Securities and
Exchange Commission's Web site at http://www.sec.gov. In addition, you may look
at our Securities and Exchange Commission filings at the officesapproval of the American
Stock Exchange, which is locatedholders of a majority of our stock entitled to vote.
As of January 19, 2010, we had 7,644,837 shares of common stock issued and outstanding. All shares of common stock will, when issued, be duly authorized, fully paid and nonassessable. Thus, the full price for the outstanding shares of common stock will have been paid at 86 Trinity Place, New York, New York 10006.issuance and any holder of our common stock will not be later required to pay us any additional money for such common stock. Our Securities and Exchange Commission filings are available at the American
Stock Exchange because our common stock is listed on NASDAQ under the symbol “CAC.”
Dividends
Subject to the preferential rights of any other class or series of stock, holders of shares of our common stock will be entitled to receive dividends, if and traded onwhen they are authorized and declared by our board of directors, out of assets that we may legally use to pay dividends. In the American
Stock Exchange.
The Securitiesevent we are liquidated, dissolved or our affairs are wound up, after we pay or make adequate provision for all of our known debts and Exchange Commission allows us to incorporate by
reference the information we file with them, which meansliabilities, each holder of common stock will receive dividends pro rata out of assets that we can discloselegally use to pay distributions, subject to any rights that are granted to the holders of any class or series of preferred stock.
Our ability to pay dividends on our common stock:
| · | depends primarily upon the ability of our subsidiaries, including the CNB, to pay dividends or otherwise transfer funds to us; and |
| · | is subject to policies established by the FRB. See “Supervision and Regulation.” |
Voting Rights
Except as otherwise required by law and except as provided by the terms of any other class or series of stock, holders of common stock have the exclusive power to vote on all matters presented to our stockholders, including the election of directors. Holders of common stock are entitled to one vote per share. Subject to any rights to elect directors that are granted to the holders of any class or series of preferred stock, a majority of the votes cast at a meeting of stockholders at which a quorum is present is required to elect a director; provided; however, that if the number of nominees exceeds the number of directors to be elected, nominees who receive a plurality of the votes cast at a meeting of stockholders at which a quorum is present is sufficient to elect a director.
Other Rights
Subject to the preferential rights of any other class or series of stock, all shares of common stock have equal dividend, distribution, liquidation and other rights, and have no preference, appraisal or exchange rights, except for any appraisal rights provided by Maine law. Furthermore, holders of common stock have no conversion, sinking fund or redemption rights, or preemptive rights to subscribe for any of our securities.
Classified Board and Other Matters
Our board of directors is divided into three classes, each of which serves until the third annual meeting of shareholders after their election, with one class being elected each year. Our bylaws require that shareholders provide the Secretary of our company with not less than 90 days nor more than 120 days before the first anniversary of the preceding year’s annual meeting for the purpose of any director nominations. If the date of the annual meeting is advanced by more than 30 days before or delayed by more than 60 days after the preceding year’s annual meeting, notice will be timely if it is delivered not earlier than 120 days before and not later than 90 days before the annual meeting or 10 days after notice of the date of the annual meeting is provided. Maine law provides that special meetings of shareholders of our company may be called only by a majority of the board of directors, by the person or persons authorized to do so by the articles of incorporation or bylaws or if the holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the special meeting sign, date and deliver a demand for the meeting to the corporation. Applicable provisions of Maine law provide that shareholders may take action by written consent in lieu of a meeting, provided that the written consent is signed by all holders of shares entitled to vote at a meeting. These provisions may diminish the likelihood that a potential acquiror would make an offer for our common stock or that there would otherwise be a change in control of our company.
Maine Anti-Takeover Laws
We are subject to the provisions of Section 1109 of Chapter 11 of the Maine Business Corporation Act, an anti-takeover law. In general, this statute prohibits a publicly-held Maine corporation from engaging in a “business combination” with an “interested shareholder” for a period of five years after the date of the transaction in which the person becomes an interested shareholder, unless either (1) the interested shareholder obtains the approval of the board of directors prior to becoming an interested shareholder or (2) the business combination is approved, subsequent to the date of the transaction in which the person becomes an interested shareholder, by the Board of Directors of the Maine corporation and authorized by the holders of a majority of the outstanding voting stock of the corporation not beneficially owned by that “interested stockholder” or any affiliate or associate thereof or by persons who are either directors or officers and also employees of the corporation. An interested shareholder is any person, firm or entity that is directly or indirectly the beneficial owner of 25% or more of the outstanding voting stock of the corporation, other than by reason of a revocable proxy given in response to a proxy solicitation conducted in accordance with the Exchange Act which is not then reportable on a Schedule 13D under the Exchange Act. We may at any time amend our articles of organization or bylaws, by vote of the holders of at least 66 2/3% of our voting stock, to elect not to be governed by Section 1109.
We also are subject to the provisions of Section 1110 of the Maine Business Corporation Act, entitled “Right of shareholders to receive payment for shares following control transaction.” Section 1110 of the Maine Business Corporation Act generally provides shareholders of a Maine corporation which has a class of voting shares registered or traded on a national securities exchange or registered under the Exchange Act, with the right to demand payment of an amount equal to the fair value of each voting share in the corporation held by the shareholder from a person or group of persons which become a “controlling person,” which generally is defined to mean an individual, firm or entity (or group thereof) which has voting power over at least 25% of the outstanding voting shares of the corporation. Such a demand must be submitted to the “controlling person” within 30 days after the “controlling person” provides required notice to the shareholders of the acquisition or transactions which resulted in such person or group becoming a “controlling person.”
Transfer Agent
The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company.
DESCRIPTION OF WARRANTS
We have no warrants outstanding. We may issue warrants for the purchase of common stock. Warrants may be issued independently, together with any other securities offered by any prospectus supplement or through a dividend or other distribution to our stockholders and may be attached to or separate from such securities. We may issue warrants under a warrant agreement to be entered into between us and a warrant agent. We will name any warrant agent in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
The following is a description of the general terms and provisions of any warrants we may issue and may not contain all the information that is important information to youyou. You can access complete information by referring you to these documents. the applicable prospectus supplement. In the applicable prospectus supplement, we will describe the terms of the warrants and applicable warrant agreement, including, where applicable, the following:
| · | the title of the warrants; |
| · | the aggregate number of warrants offered and the aggregate number of warrants outstanding as of the most practicable date; |
| · | the price or prices at which we will issue the warrants; |
| · | the designation, number and terms of the common stock that can be purchased upon exercise of the warrants and the procedures and conditions relating to the exercise of the warrants; |
| · | the designation and terms of the other securities, if any, with which the warrants are issued and the number of warrants issued with each of those securities; |
| · | the date, if any, on and after which the warrants and the related common stock will be separately transferable; |
| · | the price at which each share of common stock that can be purchased upon exercise of such warrants may be purchased; |
| · | the date on which the right to exercise the warrants shall commence and the date on which such right shall expire; |
| · | the minimum or maximum amount of such warrants which may be exercised at any one time; |
| · | whether the warrants represented by warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; |
| · | information with respect to any book-entry procedures; |
| · | a discussion of applicable United States federal income tax consequences; and |
| · | any other terms of such warrants, including terms and additional rights, preferences, privileges, procedures and limitations relating to the transferability, exchange and exercise of such warrants. |
HOW WE PLAN TO OFFER AND SELL THE SECURITIES
We may sell the securities in any one or more of the following ways:
directly to investors, including through a specific bidding, auction or other process;
to investors through agents;
to or through brokers or dealers;
to the public through underwriting syndicates led by one or more managing underwriters;
to one or more underwriters acting alone for resale to investors or to the public; and
through a combination of any such methods of sale.
Our common stock may be issued upon conversion of debt securities or in exchange for our debt securities. Securities may also be issued upon exercise of warrants. We reserve the right to sell securities directly to investors on their own behalf in those jurisdictions where they are authorized to do so.
If we sell securities to a dealer acting as principal, the dealer may resell such securities at varying prices to be determined by such dealer in its discretion at the time of resale without consulting with us and such resale prices may not be disclosed in the applicable prospectus supplement.
Any underwritten offering may be on a best efforts or a firm commitment basis. We may also offer securities through subscription rights distributed to our stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
Sales of the securities may be effected from time to time in one or more transactions, including negotiated transactions:
| • | at a fixed price or prices, which may be changed; |
| • | at market prices prevailing at the time of sale; |
| • | at prices related to prevailing market prices; or |
Any of the prices may represent a discount from the then prevailing market prices.
In the sale of the securities, underwriters or agents may receive compensation from us in the form of underwriting discounts or commissions and may also receive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts, concessions or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.
The information incorporatedapplicable prospectus supplement will, where applicable:
identify any such underwriter, dealer or agent;
describe any compensation in the form of discounts, concessions, commissions or otherwise received from us by referenceeach such underwriter or agent and in the aggregate by all underwriters and agents;
describe any discounts, concessions or commissions allowed by underwriters to participating dealers;
identify the amounts underwritten;
identify the nature of the underwriter’s or underwriters’ obligation to take the securities; and
identify any over-allotment option under which the underwriters may purchase additional securities from us.
Unless otherwise specified in the related prospectus supplement, each series of securities will be a new issue with no established trading market, other than shares of our common stock, which are listed on NASDAQ. Any common stock sold pursuant to a prospectus supplement will be listed on NASDAQ, subject to official notice of issuance. We may elect to apply for quotation or listing of any other class or series of our securities, on a quotation system or an exchange, but we are not obligated to do so. It is an important partpossible that one or more underwriters may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of, or the trading market for, any offered securities.
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If disclosed in the applicable prospectus supplement, in connection with those derivative transactions third parties may sell securities covered by this prospectus and information that we file later withsuch prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or from others to settle those short sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative transactions to close out any related open borrowings of securities. If the third party is or may be deemed to be an underwriter under the Securities Act, it will be identified in the applicable prospectus supplements.
Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and Exchange Commissionselling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.
Underwriters may engage in overallotment. If any underwriters create a short position in the securities in an offering in which they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.
The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security before the distribution is completed.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will automatically update and supersede the information already incorporated by
referenceengage in this prospectus. We are incorporating by reference the documents
listed below,such transactions or that such transactions, once commenced, will not be discontinued without notice. Under agreements into which we have already filed withmay enter, underwriters, dealers and agents who participate in the Securities and Exchange
Commission, and any future filings we make with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d)distribution of the Securities Exchange
Actsecurities may be entitled to indemnification by us against or contribution towards certain civil liabilities, including liabilities under the applicable securities laws.
Underwriters, dealers and agents may engage in transactions with us, perform services for us or be our tenants in the ordinary course of 1934 untilbusiness.
If indicated in the applicable prospectus supplement, we sellwill authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount no less than, and the aggregate amounts of securities sold under delayed delivery contracts shall be not less nor more than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract will be subject to the conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being sold to underwriters, we shall have sold to the underwriters the total amount of the securities less the amount thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.
To comply with applicable state securities laws, the securities offered by this prospectus.
Camden National Corporation SEC Filings
(File No. 0-28190)
- -------------------------
. Our Registration Statement on Form S-4, filedprospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Underwriters, dealers or agents that participate in the offer of securities, or their affiliates or associates, may have engaged or engage in transactions with and perform services for us or our affiliates in the SEC on October 5,
1999;
. Our Annual Report on Form 10-Kordinary course of business for which they may have received or receive customary fees and reimbursement of expenses.
The consolidated financial statements of the
yearCompany as of December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31,
1998;
. Our Quarterly Reports on Form 10-Q for2008, and management’s assessment of the
three months ended Marcheffectiveness of internal control over financial reporting as of December 31,
1999 and the six months ended June 30, 1999;
. Our Current Report on Form 8-K, filed with the SEC on August 9, 1999; and
. The description of our common stock contained in our Registration Statement
on Form 8-A, filed with the SEC on July 30, 1997.
You may request a copy of these filings, and any exhibits we2008, have
specificallybeen incorporated by reference
herein, in reliance upon the reports of Berry, Dunn, McNeil & Parker, an independent registered public accounting firm and upon the authority of said firm as an
exhibitexpert in
this prospectus, at no
cost by writing or telephoning us at the following address: Camden National
Corporation, 2 Elm Street, Camden, Maine 04843, Attention: Secretary. Telephone
requests may be directed to the Secretary of Camden National Corporation at
(207) 236-9131, ext. 2165.
7
FORWARD LOOKING INFORMATION
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information contained in this
prospectus, including the information incorporated by reference in this
prospectus, are or may be considered as forward-looking. Forward-looking
statements relate to future operations, strategies, financial results or other
developments,accounting and contain words or phrases such as "may," "expects," "should" or
similar expressions. Forward-looking statements are based upon estimates and
assumptions that are subject to significant business, economic and competitive
uncertainties, many of which are beyond Camden's control or are subject to
change.
Inherent in Camden's business are certain risks and uncertainties.
Therefore, Camden cautions the reader that revenues and income could differ
materially from those expected to occur depending on factors such as general
economic conditions including changes in interest rates and the performance of
financial markets, changes in domestic and foreign laws, regulations and taxes,
competition, industry consolidation, credit risks and other factors. Other
factors that could cause or contribute to such differences include, but are not
limited to, variances in the actual versus projected growth in assets, return on
assets, loan losses, expenses, rates charged on loans and earned on investment
securities, rates paid on deposits, competitive effects, fee and other
noninterest income earned, as well as other factors. Camden disclaims any
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future developments, or otherwise.
auditing.
The validity of the
issuance of the shares of common stock offered by this
prospectussecurities we are offering will be passed upon for us by
Rendle A. Jones, Esq., General Counsel
of Camden. Mr. Jones also serves as Chairman of the Board of Camden.
EXPERTS
The consolidated financial statements incorporated by reference in this
prospectus from our Annual Report on Form 10-K have been so incorporated in
reliance upon the report of Berry, Dunn, McNeilBernstein, Shur, Sawyer &
Parker, LLC, independent
accountants, given upon their authority as experts in accounting and auditing in
giving that report.
8
================================================================================
Nelson, P.A.You should only rely only on the information contained in this prospectus, any prospectus supplement or any document incorporated herein by referencereference. We have not authorized anyone else to provide you with different or containedadditional information. We are not making an offer of these securities in a prospectus supplement. No
other personany state where the offer is authorized to give any information or to represent anything not contained in this prospectus.permitted. You should not assume that the information in this prospectus or incorporated herein by reference, or in any prospectus supplement is accurate as of any date other than the date on the front of those documents.
________________
TABLE OF CONTENTS
Page
----
The Company............................................................... 2
Recent Developments....................................................... 3
Use of Proceeds........................................................... 3
Certain Regulatory Considerations......................................... 4
Plan of Distribution...................................................... 7
About this Prospectus..................................................... 7
Where You Can Find More Information....................................... 7
Forward Looking Statements................................................ 8
Legal Matters............................................................. 8
Experts................................................................... 8
125,000 Shares
Camden National Corporation
Common Stock
________________
Prospectus
________________
October ___, 1999
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
following table sets forth the estimated fees and expenses/1/ payable by
usexpenses in connection with the issuance and distribution of the securities
being registered
hereby:
Registration fee......................................... $ 652
Agent's fee/2/........................................... 50,000
Legal fees and expenses.................................. 25,000
Accounting fees and expenses............................. 1,000
Printing and duplicating expenses........................ 2,000
Blue sky fees and expenses............................... 500
Miscellaneous............................................ 500
-------
Total.................................................... $79,652
_______
(1)will be borne by Camden National Corporation and are set forth in the following table. All amounts except the registration fee are estimated.
(2) The estimated agent's fee is based on the closing price of Camden's common
stock on the American Stock Exchange on October 19, 1999.
| SEC Registration fee | | $ | 7,130 | |
| Legal fees and expenses | | | 30,000 | * |
| Accounting fees and expenses | | | 1,000 | * |
| Printing and related expenses | | | 1,500 | * |
| Miscellaneous expenses | | | — | * |
| Total | | $ | 39,630 | |
Item 15. Indemnification of Directors and Officers.
The Maine Business Corporation Act, ("MBCA")or MBCA, permits a corporation to indemnify or, if so provided in the bylaws, shall in all cases indemnify, a director who wasagainst the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or is a party or is threatened to be made a partyreasonable expenses incurred with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative and whether formal or informal if: (i) the director’s conduct was in good faith, (ii) the director reasonably believed, in the case of the director’s official capacity, the conduct was in the best interests of the corporation and, in all other cases, the conduct was at least not opposed to its best interests, and (iii) in a criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful. The corporation may only indemnify a director in connection with a proceeding if such proceeding is by reasonor in the right of their servicethe corporation, only if the above standards are met, and only for reasonable expenses incurred in connection with such proceeding. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre is not, of itself, determinative that the director did not meet the standard of conduct necessary for indemnification. Notwithstanding the foregoing, a corporation may not indemnify a director if the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled whether or not involving the director’s official capacity. This indemnification shall includeIn addition, the MBCA provides that, a corporation must indemnify a director against reasonable expenses including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the director in connection with such actions, suitthe proceeding where the director was wholly successful, on the merits or proceeding;
provided that no indemnification may be provided forotherwise, in the defense of any director with respect
to any matter asproceeding to which the director shall have been finally adjudicated:
A. Notwas a party because the director was a director of the corporation.
The MBCA permits a corporation to have acted honestlyindemnify officers to the same extent as directors, except that a corporation may not indemnify an officer for liability that arises out of conduct that constitutes: (a) receipt of a financial benefit to which the officer is not entitled, (b) an intentional infliction of harm on the corporation or in the reasonable beliefshareholders or (c) an intentional violation of criminal law.
Our bylaws provide that the director's actions were inCompany shall indemnify any director and may indemnify any officer for liability to any person or for any action or for failure to take any action except liability for: (1) receipt of a benefit to which the individual was not opposedentitled, (2) an intentional infliction of harm on the Company or its shareholders or (3) an intentional violation of criminal law. The decision whether to indemnify an officer and to what extent shall be determined by the best interestsboard or directors within a reasonable time after receiving a request for indemnification. The board of directors may determinate to postpone such decision if additional information is needed or reconsider a decision already made if the officer presents additional relevant information.
The MBCA permits a corporation to purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or its shareholders; or
B. With respect to any criminal action or proceeding, to have had
reasonable cause to believe that the director's conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order or
conviction adverse to thewho, while a director or by settlement or plea of nolo contendere
or its equivalent, shall not of itself create a presumption that the director
did not act honestly or in the reasonable belief that the director's actions
were in or not opposed to the best interestofficer of the corporation, serves at the corporation’s request in such role for another entity against liability asserted against or its
shareholders. Notwithstandingincurred by that individual in that capacity or arising from the foregoing,individual’s status as a director or officer, whether or not the corporation shall notwould have the power to otherwise indemnify any director with respect to any claim, issue or matter
asserted by or in the right or the corporation as to which that director is
finally adjudicated to be liableadvance expenses to the corporation unless the court in which
the action, suit or proceeding was brought shall determine that, in view of all
the circumstances of the case, that director is fairly and reasonably entitled
to indemnity for such amounts as the court shall deem reasonable.
individual.
As permitted by the MBCA,
Camden's bylaws provide that Camden shall
indemnify itswe maintains directors
toand officers liability insurance in amounts and on terms which our board of directors deems reasonable. In the
extent provided above, includingordinary course of business, our board of directors regularly reviews the
advancementscope and adequacy of
expenses as prescribed by the bylaws.
II-1
such insurance coverage.
Item 16. Exhibits.
| Exhibit No. | | Description Page
- ----------- ----------- ----
2.1 |
| | |
| 1.1 | | Form of Underwriting Agreement* |
| | |
| 1.2 | | Form of Distribution Agreement and Plan(Debt Securities)* |
| | |
| 3.1.1 | | The Articles of Merger by and betweenIncorporation of Camden Camden
Acquisition Subsidiary, Inc., KSB and Kingfield Savings Bank, dated
as of July 27, 1999National Corporation (incorporated by reference to Exhibit 2.13.1 to the Company’s Form 8-K10-Q filed with the SEC on August 10, 2001) |
| | |
| 3.1.2 | | Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q filed Augustwith the SEC on May 9, 1999).
*5.1 2003) |
| | |
| 3.1.3 | | Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated by reference to Exhibit 3.i.3 to the Company’s Form 10-Q filed with the SEC on May 4, 2007) |
| | |
| 3.2 | | The Bylaws of Camden National Corporation, as amended to date (incorporated by reference to Exhibit 3.ii to the Company’s Form 10-Q filed with the SEC on May 4, 2007) |
| | |
| 4.1 | | Form of Indenture for Senior Debt† |
| | |
| 4.2 | | Form of Indenture for Subordinated Debt† |
| | |
| 4.3 | | Form of Senior Debt Security (included as part of Exhibit 4.1)† |
| | |
| 4.4 | | Form of Subordinated Debt Security (included as part of Exhibit 4.2)† |
| | |
| 4.5 | | Form of Warrant Agreement (Stock) (including form of warrant)* |
| | |
| 5.1 | | Opinion of Rendle A. Jones, Esq.Bernstein, Shur, Sawyer & Nelson, P.A. as to the legality of the securitiesSecurities being registered.
*23.1 registered† |
| | |
| 12.1 | | Calculation of Ratios of Earnings to Fixed Charges† |
| | |
| 23.1 | | Consent of Bernstein, Shur, Sawyer & Nelson, P.A. (included in Exhibit 5.1 hereto)† |
| | |
| 23.2 | | Consent of Berry, Dunn, McNeil & Parker, LLC.
23.2 Consent of Rendle A. Jones, Esq. (included as part of Exhibit 5.1).
Independent Registered Public Accounting Firm† |
| | |
| 24.1 | | Powers of Attorney (included on signature page of this Registration Statement).
† |
| | |
| 25.1 | | Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939** |
| | |
| 25.2 | | Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939** |
__________________________________
* Filed herewith
| * | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |
| ** | To be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. |
Item 17. 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(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 (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(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.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
(i) (A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrantregistrant pursuant to the foregoing provisions, or otherwise, the
Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the
Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person in connection with the securities being registered, the
Registrantregistrant 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
of 1933 and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and that it has duly caused this Registration
Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camden, State of Maine, on this 20ththe 22nd day of October, 1999.
CAMDEN NATIONAL CORPORATION
By: /s/ Robert W. Daigle
------------------------
Robert W. Daigle
January, 2010.
| CAMDEN NATIONAL CORPORATION |
| | |
| By: | /s/ Gregory A. Dufour |
| | Gregory A. Dufour |
| | President and Chief Executive Officer |
| | |
| By: | /s/ Deborah A. Jordan |
| | Deborah A. Jordan |
| | Chief Financial Officer |
| | (Principal Financial Officer & Principal Accounting Officer) |
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
belowwe, the undersigned officers and directors of Camden National Corporation, hereby severally constitutesconstitute Gregory A. Dufour and appoints Robert W. Daigle, such person'sDeborah A. Jordan and each of them singly, our true and lawful attorney-in-fact and agentattorneys with full power to them, and each of substitutionthem singly, to sign for us and resubstitution, for such personin our names in the capacities indicated below and in such person's name, placeother capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to filesaid registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and generally to do all such things in our names and in our capacities as officers and directors to enable Camden National Corporation to comply with all
exhibits thereto,the provisions of the Securities Act of 1933, as amended, and all documents in connection therewith, withrequirements of the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and confirming all that anyour signatures as they may be signed by our said attorney-in-fact and agent,attorneys, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.
| | Title | | Date
- --------- -------- ----
/s/ |
| | | | |
| | President, Director and Chief Executive Officer | | |
| Gregory A. Dufour | | (Principal Executive Officer) | | January 22, 2010 |
| | | | |
| | Chief Financial Officer | | |
| Deborah A. Jordan | | (Principal Financial Officer & Principal Accounting Officer) | | January 22, 2010 |
| | | | |
/ S / Rendle A. Jones Chairman of the Board October 12, 1999
- --------------------------
| | | | |
Rendle A. Jones
/s/ Robert W. Daigle | | Chairman and Director President and October 12, 1999
- -------------------------- Chief Executive Officer
Robert W. Daigle (Principal Executive Officer)
/s/ Peter T. Allen Director October 12, 1999
- --------------------------
Peter T. Allen
/s/ | | January 22, 2010 |
| | | | |
/ S / Ann W. Bresnahan Director October 12, 1999
- --------------------------
| | | | |
Ann W. Bresnahan
/s/ Royce M. Cross | | Director October 12, 1999
- --------------------------
Royce M. Cross
/s/ | | January 22, 2010 |
| | | | |
/ S / Robert J. Gagnon Director October 12, 1999
- --------------------------
Campbell | | | | |
Robert J. Gagnon
/s/ Campbell | | Director | | January 22, 2010 |
| | | | |
| | | | |
| David C. Flanagan | | Director | | January 22, 2010 |
| | | | |
| | | | |
| Ward I. Graffam | | Director | | January 22, 2010 |
| | | | |
/ S / John W. Holmes Director October 12, 1999
- --------------------------
| | | | |
John W. Holmes
/s/ John S. McCormick, Jr. | | Director October 12, 1999
- --------------------------
John S. McCormick, Jr.
/s/ Richard N. Simoneau | | January 22, 2010 |
| | | | |
| | | | |
| James H. Page | | Director October 12, 1999
- --------------------------
Richard N. Simoneau
/s/ Susan M. Westfall Treasurer and Chief Financial October 12, 1999
- -------------------------- Officer (Principal Financial and
Susan M. Westfall Accounting Officer)
| | January 22, 2010 |
| | | | |
| | | | |
| Robin A. Sawyer | | Director | | January 22, 2010 |
| | | | |
| | | | |
| Karen W. Stanley | | Director | | January 22, 2010 |
II-3
EXHIBIT INDEX
| | Description Page
- ---------- ----------- ----
2.1 |
| | |
| 1.1 | | Form of Underwriting Agreement* |
| | |
| 1.2 | | Form of Distribution Agreement and Plan(Debt Securities)* |
| | |
| 3.1.1 | | The Articles of Merger by and betweenIncorporation of Camden Camden
Acquisition Subsidiary, Inc., KSB and Kingfield Savings Bank,
dated as of July 27, 1999National Corporation (incorporated by reference to Exhibit 2.13.1 to the Company’s Form 8-K10-Q filed with the SEC on August 10, 2001) |
| | |
| 3.1.2 | | Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q filed Augustwith the SEC on May 9, 1999).
*5.1 2003) |
| | |
| 3.1.3 | | Articles of Amendment to the Articles of Incorporation of Camden National Corporation, as amended to date (incorporated by reference to Exhibit 3.i.3 to the Company’s Form 10-Q filed with the SEC on May 4, 2007) |
| | |
| 3.2 | | The Bylaws of Camden National Corporation, as amended to date (incorporated by reference to Exhibit 3.ii to the Company’s Form 10-Q filed with the SEC on May 4, 2007) |
| | |
| 4.1 | | Form of Indenture for Senior Debt† |
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| 4.2 | | Form of Indenture for Subordinated Debt† |
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| 4.3 | | Form of Senior Debt Security (included as part of Exhibit 4.1)† |
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| 4.4 | | Form of Subordinated Debt Security (included as part of Exhibit 4.2)† |
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| 4.5 | | Form of Warrant Agreement (Stock) (including form of warrant)* |
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| 5.1 | | Opinion of Rendle A. Jones, Esq.Bernstein, Shur, Sawyer & Nelson, P.A. as to the legality of the securitiesSecurities being registered.
*23.1 registered† |
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| 12.1 | | Calculation of Ratios of Earnings to Fixed Charges† |
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| 23.1 | | Consent of Bernstein, Shur, Sawyer & Nelson, P.A. (included in Exhibit 5.1 hereto)† |
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| 23.2 | | Consent of Berry, Dunn, McNeil & Parker, LLC.
23.2 Consent of Rendle A. Jones, Esq. (included as part of Exhibit
5.1).
Independent Registered Public Accounting Firm† |
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| 24.1 | | Powers of Attorney (included on signature page of this Registration Statement).
† |
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| 25.1 | | Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939** |
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| 25.2 | | Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939** |
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* Filed herewith| * | To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference to this Registration Statement. |
| ** | To be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. |