SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 11, 1999
(Date of Earliest Event reported)
CCBT BANCORP, INC.
(Exact name of registrant as specified in charter)
MASSACHUSETTS 04-3437708
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
307 MAIN STREET, HYANNIS, MASSACHUSETTS 02601 (Address
of principal executive offices, including zip code)
(508) 394-1300
(Registrant's telephone number, including area code)
The Exhibit Index appears on page 4.
There are 148 pages in this Report, including exhibits.
ITEM 5. OTHER EVENTS.
On February 11, 1999 (the "Effective Date") CCBT Bancorp, Inc. (the
"Company") and Cape Cod Bank and Trust Company, a Massachusetts commercial bank
with trust powers (the "Bank"), consummated the formation of a holding company
for the Bank (the "Reorganization") pursuant to a Plan of Reorganization and
Acquisition dated as of October 8, 1998 (the "Plan of Reorganization"). Pursuant
to the Plan of Reorganization, at the Effective Date, each issued and
outstanding share of the Bank's common stock, par value $2.50 per share,
automatically and without consideration was converted into and exchanged for one
share of the common stock, par value $1.00 per share (the "Common Stock"), of
the Company. Prior to the completion of the Reorganization, the Company was a
wholly-owned subsidiary of the Bank. On the Effective Date, the Bank became a
wholly-owned subsidiary of the Company and the stockholders of the Bank became
stockholders of the Company. No additional shares were offered or sold in
connection with the Reorganization.
Until the Effective Date, the Bank's common stock was registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and traded on the Nasdaq National Market System. The Bank has filed
reports with the FDIC under Section 12(i) of the Exchange Act since 1986. This
report on Form 8-K is being filed in connection with the registration of the
Common Stock of the Company under Section 12(g) of the Exchange Act pursuant to
Rule 12g-3(a) thereunder. As of the Effective Date, (i) the Company is the
successor issuer to the Bank, (ii) the Common Stock of the Company is held of
record by three hundred or more persons and (iii) the Common Stock of the
Company is listed in place of the common stock of the Bank on the Nasdaq
National Market System under the trading symbol "CCBT."
Pursuant to the Plan of Reorganization, as of the Effective Date, the
Company assumed all of the Bank's obligations under the Bank's stock option
plan, as evidenced by the CCBT Bancorp, Inc. Stock Option Plan, which was
assumed and adopted by the Company as the Company's stock option plan (the
"Stock Option Plan"). In addition, the Cape Cod Bank and Trust Company Employee
Stock Ownership Plan and Trust (the "ESOP") will be deemed to refer instead to
Bancorp Common Stock (the Stock Option Plan and the ESOP, together, the "Benefit
Plans"). Under the Benefit Plans, the Company will issue shares of its Common
Stock in lieu of shares of Bank Common Stock. The Company intends to file a
registration statement on Form S-8 for all Common Stock issuable under the Stock
Option Plan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this report.
2.1 Plan of Reorganization and Acquisition dated as of October 8,
1998 between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Articles of Organization of the Bank
3.4 By-laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the Company
99.1 Annual Report of the Bank on Form 10-K for the year ended
December 31, 1997, as filed with the Federal Deposit Insurance
Corporation ("FDIC")
99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended
March 31, 1998, as filed with the FDIC
99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended
June 30, 1998, as filed with the FDIC
99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's
stockholders in connection with the Bank's December 4, 1998
Special Meeting of Stockholders, as filed with the FDIC
99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended
September 30, 1998, as filed with the FDIC
99.6 Notification pursuant to Section 225.17 of Regulation Y (12
C.F.R.ss.225.17) for a One-Bank Holding Company Formation filed
by the Company with the Federal Reserve Bank of Boston on October
26, 1998
99.7 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner
of Banks of the Commonwealth of Massachusetts on
December 7, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CCBT BANCORP, INC.
Date: February 11, 1999 By: /s/ Stephen B. Lawson
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Stephen B. Lawson
President and Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
2.1 Plan of Reorganization and Acquisition dated as of
October 8, 1998 between the Company and the Bank
3.1 Articles of Organization of the Company
3.2 By-laws of the Company
3.3 Articles of Organization of the Bank
3.4 By-Laws of the Bank
4.1 Specimen certificate for shares of Common Stock of the
Company
99.1 Annual Report of the Bank on Form 10-K for the year ended
December 31, 1997, as filed with the Federal Deposit Insurance
Corporation ("FDIC")
99.2 Quarterly Report of the Bank on Form 10-Q for the quarter ended
March 31, 1998, as filed with the FDIC
99.3 Quarterly Report of the Bank on Form 10-Q for the quarter ended
June 30, 1998, as filed with the FDIC
99.4 Proxy Statement, dated November 9, 1998, delivered to the Bank's
stockholders in connection with the Bank's December 4, 1998
Special Meeting of Stockholders, as filed with the FDIC
99.5 Quarterly Report of the Bank on Form 10-Q for the quarter ended
September 30, 1998, as filed with the FDIC
99.6 Notification pursuant to Section 225.17 of Regulation Y (12
C.F.R. ss. 225.17) for a One-Bank Holding Company Formation filed
by the Company with the Federal Reserve Bank of Boston on October
26, 1998.
99.7 Application for Acquisition of a Bank by a Company pursuant to
MGL c. 172, ss. 26B, filed by the Company with the Commissioner
of Banks of the Commonwealth of Massachusetts on December 7,
1998.
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