1
As filed with the Securities and Exchange Commission on November 29, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CONNECTICUT BANCSHARES, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6036 06-1564613
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
923 MAIN STREET
MANCHESTER, CONNECTICUT 06040
(860) 646-1700
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CONNECTICUT BANCSHARES, INC.
2000 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
RICHARD P. MEDUSKI COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER DOUGLAS P. FAUCETTE, ESQUIRE
CONNECTICUT BANCSHARES, INC. ERIC S. KRACOV, ESQUIRE
923 MAIN STREET MULDOON, MURPHY & FAUCETTE LLP
MANCHESTER , CONNECTICUT 06040 5101 WISCONSIN AVENUE, N.W.
(860) 646-1700 WASHINGTON, D.C. 20016
(Name, address, including zip code, and (202) 362-0840
telephone number, including area code,
of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
----
=================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------------
Common Stock 1,123,200
$.01 par Value Shares (2) $16.9375 (3) $19,024,200 $5,022
- -------------------------------------------------------------------------------------------------
Common Stock 449,280
$.01 par Value Shares (4) $16.9375 (5) $ 7,609,680 $2,009
=================================================================================================
(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 Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan (the
"Incentive Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of Connecticut Bancshares, Inc.
pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3) The market value of the Common Stock on November 24, 2000, at which options
for 1,123,200 shares are available under the Plan.
(4) Represents the total number of shares currently reserved or available for
issuance as restricted stock awards under the Plan.
(5) The market value of the Common Stock on November 24, 2000, at which the
449,280 shares may be issued to satisfy restricted stock awards under the
Plan.
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. SECTION 230.462.
Number of Pages 13
Exhibit Index begins on Page 9
2
CONNECTICUT BANCSHARES, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for Connecticut Bancshares,
Inc. 2000 Stock-Based Incentive Plan (the " Incentive Plan") required by Part I
of the Registration Statement will be sent or given to the participants in the
Incentive Plan as specified by Rule 428(b)(1). The document is not 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.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Form 10-K, Annual Report, filed by Connecticut Bancshares, Inc.
(the "Registrant" or the "Company") for the fiscal year ended December 31, 1999,
(File No. 000-28389), which includes the consolidated statements of condition of
Connecticut Bankshares, M.H.C. (a Connecticut mutual holding company) and its
subsidiary, The Savings Bank of Manchester (collectively, the Bank), as of
December 31, 1999 and 1998, and the related consolidated statements of
operations, changes in capital and cash flows for each of the three years in the
period ended December 31, 1999, filed with the SEC on March 30, 2000.
(b) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended March 31, June 30, and September 30, 2000 (File No. 000-28389), filed with
the SEC on May 15, August 14 and November 14, 2000, respectively.
(c) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-28389), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on December 6, 1999.
(d) All documents filed by the Registrant where applicable, pursuant to
Section 13(a) and (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.
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.
2
3
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Incentive Plan has been
registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the common stock offered hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Article X and XI of the Registrant's Certificate of Incorporation provides as
follows:
TENTH:
- -----
A. Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director
or an Officer of the Corporation or is or was serving at the request of
the Corporation as a Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in
an official capacity as a Director, Officer, employee or agent or in any
other capacity while serving as a Director, Officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section C hereof with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, services to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this
3
4
Article TENTH shall be contract rights and such rights shall continue as
to an indemnitee who has ceased to be a Director, Officer, employee or
agent and shall inure to the benefit of the indemnitee's heirs, executors
and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full
by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred
in this Article TENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest
extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
4
5
ELEVENTH: A Director of this Corporation shall not be personally liable to the
- --------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan. 1
5 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
the Common Stock to be issued.
23.0 Consent of Muldoon, Murphy & Faucette LLP (contained in the
opinion included in Exhibit 5).
23.1 Consent of Arthur Andersen LLP
- -------------------------------
1 Incorporated herein by reference from Appendix A contained in the Proxy
Statement on Form DEF 14A (SEC No. 000-28389).
5
6
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 SEC 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) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, 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 the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Manchester, State of
Connecticut, on November 29, 2000.
CONNECTICUT BANCSHARES, INC.
By: /s/ Richard P. Meduski
--------------------------------------
Richard P. Meduski
President, Chief Executive
Officer and Director
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/ Richard P. Meduski President, Chief Executive November 29, 2000
- ----------------------------- Officer and Director
Richard P. Meduski (principal executive officer)
/s/ Michael J. Hartl Chief Financial Officer November 29, 2000
- ----------------------------- (principal accounting and
Michael J. Hartl financial officer)
/s/ Thomas A. Bailey Director November 29, 2000
- -----------------------------
Thomas A. Bailey
/s/ A. Paul Berte Director November 29, 2000
- -----------------------------
A. Paul Berte
/s/ Timothy J. Devanney Director November 29, 2000
- -----------------------------
Timothy J. Devanney
/s/ M. Adler Dobkin Director November 29, 2000
- -----------------------------
M. Adler Dobkin
/s/ Sheila B. Flanagan Director November 29, 2000
- -----------------------------
Sheila B. Flanagan
/s/ John D. LaBelle, Jr. Director November 29, 2000
- -----------------------------
John D. LaBelle, Jr.
7
8
/s/ Eric A. Marziali Director November 29, 2000
- ----------------------------
Eric A. Marziali
/s/ Jon L. Norris Director November 29, 2000
- ------------------
Jon L. Norris
/s/ William D. O'Neill Director November 29, 2000
- -----------------------------
William D. O'Neill
/s/ Laurence P. Rubinow Director November 29, 2000
- -----------------------------
Laurence P. Rubinow
/s/ John G. Sommers Director November 29, 2000
- -----------------------------
John G. Sommers
/s/ Thomas E. Toomey Director November 29, 2000
- -----------------------------
Thomas E. Toomey
/s/ Gregory S. Wolff Director November 29, 2000
- -----------------------------
Gregory S. Wolff
8
9
EXHIBIT INDEX
-------------
SEQUENTIALLY
NUMBERED
PAGE
EXHIBIT NO. DESCRIPTION METHOD OF FILING LOCATION
- ----------- ---------------------------------- --------------------------- -----------
4 Connecticut Bancshares, Inc. 2000 Incorporated by reference. --
Stock-Based Incentive Plan
5 Opinion of Muldoon, Murphy Filed herewith. 11
Faucette LLP
23.0 Consent of Muldoon, Murphy Contained in Exhibit 5.
Faucette LLP
23.1 Accountants Consent Filed herewith. 13
24 Power of Attorney Located on the signature page. --
9