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As filed with the Securities and Exchange Commission on October 4, 2004
Registration No. ______
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)
UNITED STATES APPLIED FOR
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
333 CHURCH STREET
NAUGATUCK, CT 06770
(203) 720-5000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NAUGATUCK VALLEY SAVINGS AND LOAN 401(K) PROFIT SHARING PLAN AND TRUST
(Full Title of the Plan)
--------------------------------
COPIES TO:
JOHN C. ROMAN VICTOR L. CANGELOSI, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER THOMAS P. HUTTON, ESQ.
NAUGATUCK VALLEY FINANCIAL CORPORATION MULDOON MURPHY FAUCETTE & AGUGGIA LLP
333 CHURCH STREET 5101 WISCONSIN AVENUE, N.W.
NAUGATUCK, CT 06770 WASHINGTON, D.C. 20016
(203) 720-5000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Title of each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Registered Offering Price Per Aggregate Offering Registration
Registered (1) Share Price(2) Fee
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Common Stock
$.01 par Value 101,986 Shares $10.98 (3) $1,119,806.28 $142
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Participation
Interests (4) (5)
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(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. Section 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
October 1, 2004 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 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. Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 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. SECTION 230.462.
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NAUGATUCK VALLEY FINANCIAL CORPORATION
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. 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 "Subsidiary Holding Company") with the SEC
are incorporated by reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-116627) pursuant to Rule 424(b)(3) on August 20, 2004, which includes: (1)
the financial statements of Naugatuck Valley Savings and Loan as of December 31,
2003, and the related statements of income, retained earnings and cash flows for
each of the years in the 3-year period ended December 31, 2003, together with
the related notes and the report of Snyder & Haller, P.C., independent certified
public accountants.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A (File No. 000-50876), 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 July 29, 2004, as incorporated by
reference to the Registrant's Form S-1 (File No. 333-116627) and declared
effective on August 20, 2004.
(c) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2003, filed with the SEC on October 4, 2004.
(d) All documents filed by the Registrant and the Plan, where applicable,
pursuant to Sections 13(a) 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.
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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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
The Registrant shall indemnify its directors and employees in accordance
with the following provision from the Registrant's Bylaws:
ARTICLE XII.
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
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):
10 Naugatuck Valley Savings and Loan 401(k) Profit Sharing Plan and
Trust.(1)
23 Consent of Snyder & Haller, P.C.
24 Power of Attorney (contained on the signature pages).
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(1) Incorporated by reference herein from Exhibit 10.6 of the Registrant's Form
S-1 (File No. 333-116627) filed with the SEC on July 29, 2004.
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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 unless the
information or prospectus required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act that are incorporated by reference into
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; 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.
(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 purposes of determining any liability under the Securities
Act, each filing of the Registrant'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 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 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 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.
The registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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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 Naugatuck, Connecticut on October 4, 2004.
NAUGATUCK VALLEY FINANCIAL CORPORATION
By: /s/ John C. Roman
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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 and Mr.
Roman hereby constitutes and appoints Mr. Schlesinger, 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 President and Chief Executive October 4, 2004
- ------------------ Officer
John C. Roman (principal executive officer)
/s/ Lee R. Schlesinger Vice President and Treasurer October 4, 2004
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Lee R. Schlesinger financial officer)
/s/ Ronald D. Lengyel Director October 4, 2004
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Ronald D. Lengyel
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Director
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Carlos S. Batista
/s/ Richard M. Famiglietti Director October 4, 2004
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Richard M. Famiglietti
/s/ James A. Mengacci Director October 4, 2004
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James A. Mengacci
/s/ Michael S. Plude Director October 4, 2004
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Michael S. Plude
/s/ Camilo P. Vieira Director October 4, 2004
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Camilo P. Vieira
/s/ Jane H. Walsh Director October 4, 2004
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Jane H. Walsh
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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
Naugatuck, Connecticut on October 4, 2004.
NAUGATUCK VALLEY SAVINGS AND LOAN
401(K) PROFIT SHARING PLAN AND TRUST
By: /s/ John C. Roman
------------------------------------------
Plan Administrator
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ --------------------------- ---------------------------- ------------
10 Naugatuck Valley Savings and Incorporated by reference.
Loan 401(k) Profit Sharing Plan
and Trust
23 Consent of Snyder & Haller, Filed herewith.
P.C.
24 Power of Attorney Located on the signature page.
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