As filed with the Securities and Exchange Commission on July 17, 2001
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CCBT FINANCIAL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-3437708
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
495 STATION AVENUE
SOUTH YARMOUTH, MA 02644
(Address of Principal Executive Offices)
CCBT FINANCIAL COMPANIES, INC. 2001 DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
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John S. Burnett, Clerk
CCBT Financial Companies, Inc.
495 Station Avenue
South Yarmouth, MA 02644
(508) 394-1300
(Name and Address and Telephone Number including
Area Code of Agent for Service)
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With a copy to:
Paul W. Lee, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (2) Price(2) Fee
- ----------------------------------- ----------------------- ----------------------- -------------------- ---------------
Common Stock, par value
$1.00 per share 220,000 $27.93 $6,144,950 $1,536.24
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(1) This Registration Statement also relates to such indeterminate number of
additional shares of CCBT Financial Companies, Inc. Common Stock as may be
required pursuant to the CCBT Financial Companies, Inc. Directors' Stock
Option Plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) Calculated solely for purposes of this offering under Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, based upon the sum of (a)
the aggregate offering price with respect to 37,500 stock options for which
the exercise price is known, and (b) 182,500 stock options for which the
exercise price is not known multiplied by the average of the high and low
prices of the Registrant's Common Stock reported on the Nasdaq National
Market on July 12, 2001.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The information required in Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission and is omitted from this Registration
Statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 and under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference into this Registration Statement the
following documents which have been previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"):
(a) our Annual Report on Form 10-K for the year ended December 31, 2000,
filed on March 15, 2001 (File No. 333-72565);
(b) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
filed on May 15, 2001 (File No. 333-72565);
(c) our Current Report on Form 8-K filed on May 22, 2001 and our Current
Report on Form 8-KA filed on June 4, 2001 (File No. 333-72565); and
(d) the description of our Common Stock contained in Exhibits 3.1 and 99.4
to our Current Report on Form 8-K filed on February 11, 1999 (File No.
000-25381).
In addition, all documents subsequently filed by us with the Commission
pursuant to Sections 13(a) and (c), Section 14 and Section 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
2
Item 6. Indemnification of Directors and Officers.
CCBT Financial Companies, Inc. (the "Company") is a Massachusetts
corporation. Chapter 156B, Section 13 of the Massachusetts Business Corporation
Law (the "MBCL"), enables a corporation in its original articles of organization
or an amendment thereto to eliminate or limit the personal liability of a
director for monetary damages for violations of the director's fiduciary duty,
except (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) pursuant to
Sections 61 and 62 of the MBCL (providing for liability of directors for
authorizing illegal distributions and for making loans to directors, officers
and certain shareholders), or (iv) for any transaction from which a director
derived an improper personal benefit.
Chapter 156B, Section 67 of the MBCL, provides that a corporation may
indemnify directors, officers, employees and other agents and persons who serve
at its request as directors, officers, employees or other agents of another
organization or who serve at its request in any capacity with respect to any
employee benefit plan, to the extent specified or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote adopted by the
holders of a majority of the shares of stock entitled to vote on the election of
directors. Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under Section 67 which
undertaking may be accepted with reference to the financial ability of such
person to make repayment. Any such indemnification may be provided although the
person to be indemnified is no longer an officer, director, employee or agent of
the corporation or of such other organization or no longer serves with respect
to any such employee benefit plan. No indemnification shall be provided,
however, for any person with respect to any matter as to which he shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the corporation or
to the extent that such matter relates to service with respect to any employee
benefit plan, in the best interests of the participants or beneficiaries of such
employee benefit plan.
Article 6A of the Company's Restated Articles of Organization, as amended,
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director notwithstanding any provision of law imposing such liability;
provided, however, that the liability of a director shall not be eliminated or
limited (i) for any breach of the director's duty of loyalty to the Company 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 Sections 61 or
62 of Chapter 156B of the General Laws of the Commonwealth of Massachusetts, or
(iv) with respect to any transaction from which the director derived an improper
personal benefit.
The Company's Amended By-laws provide that the Company shall indemnify, to
the maximum extent permitted from time to time under the law of the Commonwealth
of Massachusetts, each person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Company, or was serving, or has agreed to serve, in any capacity
with respect to any employee benefit plan of the Company (all such persons being
referred to hereafter as an "Indemnitee") against all expenses, judgments and
fines incurred by him or on his behalf in connection with such action, suit,
proceeding or investigation and any appeal therefrom, unless the Indemnitee
shall be finally adjudicated in such action, suit, proceeding or investigation,
not to have acted in good faith in the reasonable belief that his action was in
the best interests of the Company or, to the extent such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Company shall
not indemnify an Indemnitee seeking indemnification in connection with a
proceeding initiated by the Indemnitee unless the proceeding's initiation was
approved by the Board of Directors of the Company or unless the expenses were
incurred in connection with an Indemnitee successfully establishing his or her
right to indemnification under the bylaws.
3
The Amended By-Laws also permit the Company to pay expenses incurred in
defending any action, suit proceeding or investigation in advance of its final
disposition if the Company does not assume the defense of the Indemnitee,
subject to receipt of an undertaking by the Indemnitee to repay such payment if
it is ultimately determined that the Indemnitee is not entitled to
indemnification under the Amended By-Laws.
The Amended By-Laws further provide that no indemnification or advancement
of expenses may be made if the Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interest of the Company. Such
determination shall be made in each instance by (a) a majority vote of a quorum
of the directors of the Company, (b) a majority vote of a quorum of the
outstanding shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that time parties to the action, suit or proceeding in question, (c)
independent legal counsel (who may be regular legal counsel to the Company), or
(d) a court of competent jurisdiction.
We have directors and officers liability insurance for the benefit of our
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement:
Exhibits
4.1 Restated Articles of Organization of CCBT Financial Companies, Inc.
(incorporated by reference to Exhibit 3.1 to our Form 10-Q for the
quarter ended September 30, 1999, as filed on November 15, 1999 (File
No. 333-72565))
4.2 Amended By-laws of CCBT Financial Companies, Inc. (incorporated by
reference to Exhibit 3.2 to our Form 10-Q for the quarter ended
September 30, 1999, as filed on November 15, 1999 (File No.
333-72565))
4.3 Specimen certificate for shares of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Form 10-K
for the year ended December 31, 1999, as filed on March 24, 2000 (File
No. 333-72565))
*5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered
*23.1 Consent of Grant Thornton LLP, Independent Auditors
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
*99.1 CCBT Financial Companies, Inc. 2001 Directors' Stock Option
*99.2 First Amendment to CCBT Financial Companies, Inc. 2001 Directors'
Stock Option Plan
* Filed herewith.
4
Item 9. Undertakings.
(a) The Company 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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CCBT Financial Companies, Inc. 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 South Yarmouth, Massachusetts on this
17th day of July, 2001.
CCBT FINANCIAL COMPANIES, INC.
By: /s/ Stephen B. Lawson
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Stephen B. Lawson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of CCBT Financial Companies,
Inc., a Massachusetts corporation, do hereby constitute and appoint Stephen B.
Lawson and Noal D. Reid, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Stephen B. Lawson President, Chief Executive Officer and Director July 5, 2001
- ----------------------- (Principal Executive Officer)
Stephen B. Lawson
/s/ Noal D. Reid Chief Financial Officer and Treasurer July 5, 2001
- ----------------------- (Principal Financial and Accounting Officer)
Noal D. Reid
/s/ John F. Aylmer Director July 5, 2001
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John F. Aylmer
/s/ John Otis Drew Director July 5, 2001
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John Otis Drew
/s/ George D. Denmark Director July 5, 2001
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George D. Denmark
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Restated Articles of Organization of CCBT Financial Companies, Inc.
(incorporated by reference to Exhibit 3.1 to our Form 10-Q for the
quarter ended September 30, 1999, as filed on November 15, 1999 (File
No. 333-72565))
4.2 Amended By-laws of CCBT Financial Companies, Inc. (incorporated by
reference to Exhibit 3.2 to our Form 10-Q for the quarter ended
September 30, 1999, as filed on November 15, 1999 (File No.
333-72565))
4.3 Specimen certificate for shares of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company's Form 10-K
for the year ended December 31, 1999, as filed on March 24, 2000 (File
No. 333-72565))
*5.1 Opinion of Goodwin Procter LLP as to the legality of the securities
being registered
*23.1 Consent of Grant Thornton LLP, Independent Auditors
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to this Registration
Statement)
*99.1 CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan
*99.2 First Amendment to CCBT Financial Companies, Inc. 2001 Directors'
Stock Option Plan
* Filed herewith.