As filed with the Securities and Exchange Commission on July 12, 2011
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NAUGATUCK VALLEY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 01-0969655 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
333 Church Street
Naugatuck, CT 06770
(203) 720-5000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Naugatuck Valley Savings and Loan 401(k) Profit Sharing Plan and Trust
(Full Title of the Plan)
John Roman
President and Chief Executive Officer
Naugatuck Valley Financial Corporation
333 Church Street
Naugatuck, CT 06770
(203) 720-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Victor L. Cangelosi, Esq.
Suzanne A. Walker, Esq.
Kilpatrick Townsend & Stockton LLP
607 14th Street, N.W.
Washington, DC 20005
(202) 508-5800
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Offering Price | Proposed Aggregate | Amount of Registration Fee | ||||
Common Stock $0.01 par Value | 498,715 | $7.78(3) | $3,880,003 | $451 | ||||
Participation Interests | (4) | (5) | ||||||
| (1) | Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Naugatuck Valley Savings and Loan 401(k) Profit Sharing Plan and Trust (the “Plan”) as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Naugatuck Valley Financial Corporation (the “Common Stock”) pursuant to 17 C.F.R. §230.416(a). |
| (2) | Estimated solely for the purpose of calculating the registration fee. |
| (3) | The average of the high and low price of the Common Stock as reported on July 8, 2011 in accordance with 17 C.F.R. §230.457(c). |
| (4) | In addition, pursuant to 17 C.F.R. §230.416(c), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan, based upon the maximum amount that could be issued under the Plan pursuant to 17 C.F.R. §230.457(h). |
| (5) | In accordance with 17 C.F.R. §230.457(h), where securities are to be offered pursuant to an employee benefit plan, the aggregate offering price and the amount of the registration fee shall be computed with respect to the maximum number of shares of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate fee is required for the participation interests. |
This Registration Statement shall become effective immediately upon filing in accordance with Section 8(a) of the Securities Act of 1933, as amended, (the “Securities Act”), and 17 C.F.R. §230.462
Naugatuck Valley Financial Corporation
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Items 1 | (Plan Information ) & 2 (Registrant Information and Employee Plan Annual Information). |
The documents containing the information for the Naugatuck Valley Savings and Loan 401(k) Profit Sharing Plan and Trust (the “Plan”) specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424, in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The following documents filed or to be filed by Naugatuck Valley Financial Corporation (the “Registrant” or the “Corporation”) with the SEC are incorporated by reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No. 333-167482) pursuant to Rule 424(b)(3) on May 20, 2011, which includes the audited consolidated statements of financial condition of Naugatuck Valley Financial Corporation and subsidiary as of December 31, 2010 and December 31, 2009 and the related audited consolidated statements of income, changes in stockholders’ equity and cash flows for each of the years ended December 31, 2010, 2009 and 2008.
(b) The description of the Registrant’s common stock contained in Registrant’s Form 8-K12G3, as filed with the SEC on June 29, 2011 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated under the Exchange Act.
(c) All the documents filed by the Registrant pursuant to Sections 13(a), 12(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference to this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that the Corporation is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, unless, and only to the extent, specified in any Current Report on Form 8-K.
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4. | Description of Securities |
The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein.
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| Item 5. | Interests of Named Experts and Counsel |
None.
| Item 6. | Indemnification of Directors and Officers and Plan Administrator |
The Articles of Incorporation of Naugatuck Valley Financial Corporation provides as follows:
NINTH:The Corporation shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. No amendment of the Articles of Incorporation of the Corporation shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.
| Item 7. | Exemption from Registration Claimed |
None.
| Item 8. | Exhibits |
The following exhibits are filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
| 3.1 | Articles of Incorporation of Naugatuck Valley Financial Corporation1 |
| 3.2 | Bylaws of Naugatuck Valley Financial Corporation2 |
| 23 | Consent of Whittlesey & Hadley, P.C. |
| 24 | Power of Attorney (contained on the signature page). |
| (1) | Incorporated by reference to Exhibit 3.1 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 11, 2010. |
| (2) | Incorporated by reference to Exhibit 3.2 in the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 11, 2010. |
| Item 9. | Undertakings |
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, as amended (the “Securities Act”); |
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| (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 the 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 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 (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(4) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement related 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.
(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, Naugatuck Valley Financial Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Naugatuck, state of Connecticut, on this 12th day of July 2011.
| NAUGATUCK VALLEY FINANCIAL CORPORATION | ||
| By | /s/ John C. Roman | |
John C. Roman President and Chief Executive Officer (principal executive officer) | ||
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below (other than Mr. Roman) constitutes and appoints John C. Roman, as the true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ John C. Roman John C. Roman | President, Chief Executive Officer and Director (principal executive officer) | July 12, 2011 | ||
/s/ Lee R. Schlesinger Lee R. Schlesinger | Senior Vice President and Chief Financial Officer (principal accounting and financial officer) | July 12, 2011 | ||
/s/ Carlos S. Batista Carlos S. Batista | Director/Chairman of the Board | July 12, 2011 | ||
/s/ Frederick A. Dlugokecki Frederick A. Dlugokecki | Director | July 12, 2011 | ||
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/s/ Richard M. Famiglietti Richard M. Famiglietti | Director | July 12, 2011 | ||
/s/ James A. Mengacci James A. Mengacci | Director | July 12, 2011 | ||
/s/ Camilo P. Vieira Camilo P. Vieira | Director | July 12, 2011 | ||
/s/ Jane H. Walsh Jane H. Walsh | Director | July 12, 2011 | ||
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The Plan.Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Naugatuck Valley Savings and Loan 401(k) Profit Sharing Plan and Trust) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in city of Naugatuck, state of Connecticut on July 12, 2011.
| NAUGATUCK VALLEY SAVINGS AND LOAN 401(K) PROFIT SHARING PLAN AND TRUST | ||
| By: | /s/ John C. Roman | |
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EXHIBIT INDEX
Exhibit | Description | Method of Filing | Sequentially Numbered Page | |||
| 3.1 | Articles of Incorporation of Naugatuck Valley Financial Corporation | Incorporated by reference. | ||||
| 3.2 | Bylaws of Naugatuck Valley Financial Corporation | Incorporated by reference. | ||||
| 23 | Consent of Whittlesey & Hadley, P.C. | Filed herewith. | ||||
| 24 | Power of Attorney | Located on the signature page. | ||||
