As filed with the Securities and Exchange Commission on July __, 2007
Registration 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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First Litchfield Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware 06-1241321
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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13 North Street
Litchfield, Connecticut 06759
(Address of Principal Executive Offices) (Zip Code)
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First Litchfield Financial Corporation 2007 Restricted Stock Plan
(Full title of the plan)
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Joseph J. Greco
President & Chief Executive Officer
First Litchfield Financial Corporation
13 North Street
Litchfield, Connecticut 06759
(Name and address of agent for service)
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(860) 567-8752
(Telephone number, including area code, of agent for service)
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Copy to:
J. J. Cranmore, Esq.
Cranmore, FitzGerald & Meaney
49 Wethersfield Avenue
Hartford, Connecticut 06114
(860) 522-9100
CALCULATION OF REGISTRATION FEE
<table>
<caption>
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Proposed Proposed
Amount Maximum Maximum
Title of Securities to be Offering Price Aggregate Amount of
to be Registered Registered per Unit Offering Price(1) Registration Fee
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<s> <c> <c> <c> <c>
Common Stock, par value $0.01 25,000 $17.10 $427,500 $13.13
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</table>
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the bid and ask prices reported on July 25, 2007.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of
Form S-8 will be sent or given by First Litchfield Financial Corporation (the
"Corporation") to participants in the Corporation's 2007 Restricted Stock Plan
(the "Plan"), as required by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), and are not filed as part of this registration
statement pursuant to the Note to Part I of Form S-8. The Corporation will
provide to participants a written statement advising them of the availability
without charge, upon written or oral request, of such documents and the
documents incorporated by reference herein by Item 3 of Part II of this
registration statement, as is required by Item 2 of Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
registration statement:
(a) The Corporation's Annual Report on Form 10-K for the year
ended December 31, 2006;
(b) The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007;
(c) The Corporation's Current Reports on Form 8-K filed on
February 26, 2007, March 19, 2007, May 10, 2007, May 17, 2007,
June 1, 2007, and June 4, 2007.
(d) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") since December 31, 2006; and
(e) The description of the Corporation's common stock contained in
its Form 10-SB, filed January 7, 2000, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be part thereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement 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 or is 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.
This Item is not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
This Item is not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law authorizes the Corporation to
indemnify Officers, Directors and certain individuals associated with the
Corporation.
In general, Article IX of the Corporation's Bylaws provides that the
Corporation shall indemnify any person who was or is a party to any threatened,
pending or completed action, suit or proceeding, and any appeal therein, whether
civil, criminal, administrative, arbitrative or investigative (other than an
action by or in the right of the Corporation) by reason of the fact that he or
she is or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines, penalties and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding, and any appeal therein, if he or she acted
in good faith and in a manner he or she 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 or her
conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, that he or she had reasonable cause to believe
that his or her conduct was unlawful.
Article IX of the Corporation's Bylaws also provides that the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, trustee, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, trustee, employee or agent of another corporation,
association, partnership, joint venture, trust or other enterprise, against
amounts paid in settlement and expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation; provided, however, that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the Corporation or against amounts paid in settlement
unless and only to the extent that there is a determination (as set forth in
Article IX) that despite the adjudication of liability, or the settlement, but
in
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view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses or amounts paid in settlement.
Article IX of the Corporation's Bylaws further provides that expenses
incurred in connection with a threatened or pending action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, trustee, employee or agent to repay such amount if it shall
be determined that he or she is not entitled to be indemnified by the
Corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
This Item is not applicable.
Item 8. EXHIBITS.
Exhibit No. Description
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4.1 Certificate of Incorporation of First Litchfield Financial
Corporation, as amended. (Incorporated by reference to Exhibit
3.1 in the Corporation's Registration Statement on Form 10-SB
filed January 7, 2000 (File No. 0-28815)).
4.2 By-Laws of First Litchfield Financial Corporation, as amended.
(Incorporated by reference to Exhibit 3.2 in the Corporation's
Registration Statement on Form 10-SB filed January 7, 2000
(File No. 0-28815)).
5.1 Opinion of Cranmore, FitzGerald & Meaney as to the legality of
the securities being registered.
23.1 Consent of Cranmore, FitzGerald & Meaney (included in Exhibit
5.1).
23.2 Consent of McGladrey & Pullen, LLP.
24.1 Powers of Attorney (included in the signature page of this
registration statement).
99.1 First Litchfield Financial Corporation 2007 Restricted Stock
Plan.
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 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.
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(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 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.
(c) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to 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 Town of Litchfield, State of Connecticut, on July 26, 2007.
First Litchfield Financial Corporation
[REGISTRANT]
By: /s/ Joseph J. Greco
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Joseph J. Greco
President and Chief Executive Officer
POWER OF ATTORNEY
Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints Joseph J. Greco and Carroll A. Pereira
and each of them, his or her true and lawful attorneys-in-fact and agents, 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 and all amendments
(including post-effective amendments) to this registration statement, and to
file same, with all exhibits thereto, and other documents in connection
therewith, with full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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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.
Signature Title Date
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/s/ Joseph J. Greco President, Chief Executive July 26, 2007
------------------- Officer and Director
Joseph J. Greco
/s/ Patrick J Boland Director July 26, 2007
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Patrick J. Boland
/s/ John A. Brighenti Director July 26, 2007
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John A. Brighenti
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/s/ Perley H. Grimes, Jr. Director July 26, 2007
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Perley H. Grimes, Jr.
/s/ Kathleen A. Kelley Director July 26, 2007
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Kathleen A. Kelley
/s/ George M. Madsen Director July 26, 2007
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George M. Madsen
/s/ Alan B. Magary Director July 26, 2007
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Alan B. Magary
/s/ Gregory S. Oneglia Director July 26, 2007
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Gregory S. Oneglia
/s/ Charles E. Orr Director July 26, 2007
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Charles E. Orr
/s/ Richard E. Pugh Director July 26, 2007
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Richard E. Pugh
/s/ William J. Sweetman Director July 26, 2007
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William J. Sweetman
/s/ H. Ray Underwood Director July 26, 2007
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H. Ray Underwood
/s/ Patricia D. Werner Director July 26, 2007
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Patricia D. Werner
/s/ Carroll A. Pereira (Principal Financial and July 26, 2007
---------------------- Accounting Officer)
Carroll A. Pereira
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