As filed with the Securities and Exchange Commission on August 14, 1995
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CFX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New Hampshire 02-0402421
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
102 Main Street
Keene, New Hampshire 03431
(603)352-2502 (Zip Code)
(Address of Principal
Executive Offices)
CFX CORPORATION
1995 STOCK OPTION PLAN
(Full title of the Plan)
Peter J. Baxter
President and Chief Executive Officer
CFX Corporation
102 Main Street
Keene, New Hampshire 03431
(603) 352-2502
(Name, Address, Telephone Number, Including Area Code
of Agent for Service of Process)
Copy of Communications to:
Paul C. Remus, Esquire
Devine, Millimet & Branch
Professional Association
111 Amherst Street
Manchester, New Hampshire 03105
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securities Amount to Maximum Offering Aggregate Amount of
to be Registered be Registered Price Per Share(1) Offering Price Registration Fee
Common Stock
66 2/3 cents par value,
Issued Pursuant 337,500 $17.31 $5,842,969 $2,014.82
to 1995 Stock Option Shares
Plan
<FN>
(1) Calculated in accordance with Rule 457(h)(1) and Rule 457(c) on the
basis of the average of the high ($17 5/8) and low ($16 3/4) prices of the
Common Stock of CFX Corporation on August 10, 1995 reported on the
American Stock Exchange.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in and made a part of
this registration statement by reference as of their respective dates:
(1) The Registrant's Annual Report filed on Form 10-K for the fiscal
year ended December 31, 1994.
(2) The Registrant's Quarterly Report filed on Form 10-Q for the
quarter ended March 31, 1995.
(3) The Registrants's Current Report on Form 8-K filed on June 19,
1995.
(4) The description of the Registrant's Common Stock contained in a
Registration Statement filed by Cheshire Financial Corporation (now known as
CFX Corporation) on Form 8-A, dated November 3, 1990, and any amendment or
report filed for the purpose of updating such description.
All documents hereinafter filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 ("1934 Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, will be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
A description of the Registrant's Common Stock to be offered is not
provided in this registration statement because such class of the
Registrant's securities is registered under Section 12 of the 1934 Act.
Item 5. Interests of Named Experts and Counsel.
Neither the Registrant's independent auditors, Wolf & Company, P.C. and
Ernst & Young LLP, nor the Registrant's counsel, Devine, Millimet & Branch,
Professional Association, nor any individual employed by or associated with
such firm or individual in a professional capacity, was employed by the
Registrant in connection with matters described in this registration
statement on a contingent basis or has, or is to receive in connection with
the offering, a substantial interest, direct or indirect, in the Registrant
or any of its subsidiaries or was connected with the Registrant or any of its
subsidiaries as a promoter, managing underwriter (or any principal
underwriter, if there are no managing underwriters), voting trustee,
director, officer or employee.
Item 6. Indemnification of Directors and Officers.
Under New Hampshire law, a corporation has the power to indemnify any
director or officer or former director or officer of the corporation, or any
person who may have served, at its request, as a director of officer of
another corporation, against expenses actually and reasonably incurred by him
in connection with any threatened, pending or completed action, suit or
proceeding, civil, criminal, administrative or investigative, in which he is
a party or is threatened to be made a party by reason of being or having been
such director or officer, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Registrant's By-Laws contain the following provision in connection
with indemnification of directors and officers.
Any person, or the heirs, executors, or administrators of any
such person, who has been made a party to any action, suit or proceeding
by reason of the fact that such party, or person whose legal representa-
tive or successor such party is, was or is a director, officer or
employee of the Corporation or of any corporation, partnership, firm
or organization which that person serves or has served in any such
capacity at the request of the Corporation, may be indemnified and
reimbursed by the Corporation for expenses, including attorneys' fees,
and for such amount of any judgement, money decree, fine, penalty or
settlement for which that person may have become liable as the Board of
Directors may deem reasonable, but only to the extent actually incurred
by such person in connection with the defense or the reasonable
settlement of any such action, suit or proceeding, or any appeal
therein; provided, however, that no person shall be so indemnified or
reimbursed in relation to any matter as to which such party, or the
person whose legal representative or successor such party is, is finally
adjudged in such action, suit or proceeding not to have acted in good
faith in the reasonable belief that the action or failure to act of the
person was in the best interest of the Corporation; and provided further
that no person shall be so indemnified or reimbursed in respect of any
such action, suit or proceeding which has been made the subject of a
compromise settlement except with the approval of a court of competent
jurisdiction or a majority of the Board of Directors exclusive of those
Directors who are parties to the same or substantially the same action,
suit or proceeding. The foregoing right of indemnification and
reimbursement shall not be exclusive of other rights of indemnification
and reimbursement shall not be exclusive of other rights to which such
person, or the heirs, executors or administrators of that person may be
entitled as a matter of law.
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 Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed.
As no restricted securities will be reoffered or resold pursuant to
this registration statement, this item is not applicable.
Item 8. Exhibits.
Exhibit Index
Number Exhibit
*4.1 Articles of Incorporation and By-Laws of CFX Corporation,
as amended.
5.1 and 23.1 Opinion and Consent of Devine, Millimet & Branch,
Professional Association
10.1 Lease dated February 14, 1995, by and between Duffy Wall
Street L.L.C. and CFX Bank.
23.2 Consent of Wolf & Company, P.C.
23.3 Consent of Ernst & Young LLP
24.l Power of Attorney (See page preceding Signature Page)
99.1 CFX Corporation 1995 Stock Option Plan
99.2 Stock Option Agreement Forms
99.2.1 Form of Incentive Stock Option Agreement
99.2.2 Form of Non-Qualifying Stock Option Agreement
99.3 List of Companies Whose Employees are Eligible to Participate
in CFX Corporation 1995 Stock Option Plan
* Incorporated herein by reference to Exhibit 3 to the Registration
Statement on Form S-4 of the Registrant, No. 33-56875 effective January 13,
1995.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represents a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to the extent that the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (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 such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
POWER OF ATTORNEY
Each of CFX Corporation (the "Company") and the undersigned Officers and
Directors thereof whose signatures appear below hereby makes, constitutes and
appoints Peter J. Baxter and Mark A. Gavin and each of them acting
individually, its and his or her true and lawful attorneys with power to act
without any other and with full power of substitution, to execute, deliver
and file in its or his or her name and on its or his or her behalf, and in
each of the undersigned Officers' and Directors' capacity or capacities shown
below, this Registration Statement and any and all documents in support of
this Registration Statement or supplemental thereto, and any and all
amendments, including any and all post-effective amendments to the foregoing;
and each of the Company and said Officers and Directors hereby grants to said
attorneys, and to any one or more of them, full power and authority to do and
perform each and every act and thing whatsoever as said attorneys or attorney
may deem necessary or advisable to carry out fully the intent of this Power
of Attorney to the same extent and with the same effect as the Company might
or could do, and as each of said Officers and Directors might or could do
personally in his or her capacity or capacities as aforesaid, and each of the
Company and said Officers and Directors hereby ratifies, confirms and
approves all acts and things which said attorneys or attorney might do or
cause to be done by virtue of this Power of Attorney and its or his or her
signature as the same may be signed by said attorneys or attorney, or any one
or more of them to this Registration Statement and any and all amendments
thereto, including any and all post-effective amendments to the foregoing.
IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be
signed on its behalf, and each of the undersigned Officers and Directors
thereof in the capacity or capacities noted has hereunto set his or her hand,
on the dates indicated below.
CFX CORPORATION
Dated: June 13, 1995 By: /s/ Peter J. Baxter
Peter J. Baxter, President and
Chief Executive Officer
Name Title Date
/s/ Richard B. Baybutt Director June 13, 1995
Richard B. Baybutt
/s/ Peter J. Baxter Director June 13, 1995
Peter J. Baxter President and Chief
Executive Officer
(Principal
Executive Officer)
/s/ Christopher V. Bean Director June 13, 1995
Christopher V. Bean
/s/ Calvin L. Frink Director June 13, 1995
Calvin L. Frink Executive Vice
President
/s/ Eugene E. Gaffey Director June 13, 1995
Eugene E. Gaffey
/s/ Mark A. Gavin Chief Financial June 13, 1995
Mark A. Gavin Officer (Principal
Financial Officer)
/s/ Elizabeth Sears Hager Director June 13, 1995
Elizabeth Sears Hager
/s/ Douglas S. Hatfield, Jr. Director June 13, 1995
Douglas S. Hatfield, Jr.
/s/ Phillip A. Mason Director June 13, 1995
Phillip A. Mason
/s/ Emerson H. O'Brien Director June 13, 1995
Emerson H. O'Brien
/s/ L. William Slanetz Director June 13, 1995
L. William Slanetz
/s/ Gregg R. Tewksbury Corporate Controller June 13, 1995
Gregg R. Tewksbury (Principal Accounting
Officer)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Keene, State of New Hampshire on
July 21, 1995.
CFX CORPORATION
By: /s/
Mark A. Gavin, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
........................................................
Principal Executive Officer: :
:
Peter J. Baxter, President and Chief Executive Officer :
:
Principal Financial Officer: :
:
Mark A. Gavin, Chief Financial Officer :
:
Principal Accounting Officer: :
:
Gregg R. Tewksbury, Corporate Controller :\ By /s/_______________
:/ Mark A. Gavin
Directors: : Chief Financial
: Officer
Richard B. Baybutt :
Peter J. Baxter :
Christopher V. Bean :
Calvin L. Frink :
Eugene E. Gaffey :
Elizabeth Sears Hager :
Douglas S. Hatfield, Jr. :
Phillip A. Mason :
Emerson H. O'Brien :
L. William Slanetz :
........................................................