As filed with the Securities and Exchange Commission on February 18, 1999
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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CCBT BANCORP, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 307 MAIN STREET 04-3437708
(State or Other Jurisdiction of HYANNIS, MASSACHUSETTS 02601 (I.R.S. Employer
Incorporation or Organization) (508) 394-1300 Identification No.)
(Address, including zip code, and telephone number, including area code
of Registrant's principal executive offices)
CCBT BANCORP, INC. STOCK OPTION PLAN
(Full titles of the Plans)
STEPHEN B. LAWSON
President and Chief Executive Officer
CCBT Bancorp, Inc.
307 Main Street
Hyannis, Massachusetts 02601
(508) 394-1300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
PAUL W. LEE, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1590
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE Registration Fee
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CCBT BANCORP, INC. 24,000 shares $ 13.375 (2) $ 321,000 $ 89.24
STOCK OPTION PLAN 24,000 shares $ 20.75 (2) $ 498,000 $ 138.44
9,000 shares $ 19.25 (2) $ 173,250 $ 48.16
Common Stock, $1.00 17,000 shares $ 17.375 (2) $ 295,375 $ 82.11
par value 326,000 shares $ 17.69 (3) $5,766,940 $ 1,603.21
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TOTAL 400,000 shares $7,054,565 $ 1,961.17
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests (including any
associated preferred stock purchase rights) to be offered or sold pursuant
to the stock option plan described herein, including such additional number
of shares as may be required pursuant to the stock option plans in the
event of a stock dividend, reverse stock split, split-up, recapitalization
or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act,
solely for the purposes of determining the registration fee and is based
upon the price at which outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration
fee on February 11, 1999, utilizing the average of the high and low sale
prices reported on the Nasdaq National Market System on February 16, 1999.
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This Registration Statement, including exhibits (See Exhibit Index on Page 7),
consists of _ pages.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CCBT Bancorp, Inc. (the "Registrant" or "Company") hereby incorporates by
reference into this Registration Statement the following documents:
(a) and (b) The Registrant's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on February 11, 1999 (the "Form 8-K"), which
includes as exhibits thereto the following: (1) Annual Report of Cape Cod Bank
and Trust Company (the "Bank") on Form 10-K for the year ended December 31,
1997, as filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit
99.1); Quarterly Report of the Bank on Form 10-Q for the quarter ended March 31,
1998, as filed with the FDIC (Exhibit 99.2); Quarterly Report of the Bank on
Form 10-Q for the quarter ended June 30, 1998, as filed with the FDIC (Exhibit
99.3); 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 (Exhibit 99.4); Quarterly Report of the
Bank on Form 10-Q for the quarter ended September 30, 1998, as filed with the
FDIC (Exhibit 99.5).
(c) The description of the Registrant's common stock, par value $1.00 per
share, contained in Exhibit 3.1 and 99.4 to the Form 8-K.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and 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, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification. The Company is a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its 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 corporation's 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.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer or director in his capacity
as officer or director, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him against such
liability.
The Company's By-laws provide that directors and officers of the Company
shall be reimbursed for, and indemnified by the Company against, liabilities and
expenses reasonably incurred in connection with or arising out of service for or
on behalf of the Company whether or not such person continues to be an officer
or director at the time of the incurrence of such costs and expenses. The By-
laws provide that such indemnification shall not be provided if it is finally
adjudicated that such person was derelict in his performance as a director or
officer or for any costs or expenses resulting from such person's own negligence
or willful misconduct. The By-laws provide that the indemnification provision in
the By-laws does not limit any other right to indemnification existing
independently of the By-laws.
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.
*4.1 Specimen certificate for shares of Common Stock of CCBT Bancorp, Inc.
4.2 CCBT Bancorp, Inc. Stock Option Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
hereto)
23.2 Consent of Ernst & Young LLP, as independent public accountants
24.1 Power of attorney (see page 5 of this Registration Statement)
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* Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 11, 1999, and
incorporated herein by reference thereto.
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ITEM 9. UNDERTAKINGS
This Registration Statement on Form S-8 covers securities underlying the
stock option plan adopted by the Company in connection with the reorganization
of Cape Cod Bank and Trust Company (the "Bank") into holding company form
pursuant to a Plan of Reorganization and Acquisition dated as of October 8, 1998
between the Company and the Bank (the "Plan of Reorganization"). Pursuant to the
Plan of Reorganization, at the consummation of the reorganization, 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, of the Company.
Notwithstanding the foregoing, as required by Item 9 of Form S-8, the Registrant
provides the following 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 acts 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; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in "Calculation of Registration Fee" table in the effective 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) 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 undersigned
Registrant 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 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.
(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 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be
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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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act 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 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.
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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 Hyannis, The Commonwealth of Massachusetts, on
February 11, 1999.
CCBT BANCORP, INC.
By: /s/ Stephen B. Lawson
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Stephen B. Lawson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of CCBT Bancorp, Inc. hereby severally constitute Stephen B. Lawson
and Noal D. Reid and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable CCBT Bancorp, Inc. to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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/ Stephen B. Lawson President, Chief Executive February 11, 1999
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Stephen B. Lawson Officer and Director
(principal executive officer)
/s/ Noal D. Reid Treasurer and Chief February 11, 1999
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Noal D. Reid Financial Officer
(principal financial and
accounting officer)
/s/ Stephen B. Lawson Director February 11, 1999
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Stephen B. Lawson
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SIGNATURE TITLE DATE
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/s/ John F. Aylmer Director February 11, 1999
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John F. Aylmer
/s/ Palmer Davenport Director February 11, 1999
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Palmer Davenport
_________________________ Director
George D. Denmark
/s/ John Otis Drew Director February 11, 1999
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John Otis Drew
/s/ William C. Snow Director February 11, 1999
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William C. Snow
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EXHIBIT INDEX
*4.1 Specimen certificate for shares of Common Stock of CCBT Bancorp, Inc.
4.2 CCBT Bancorp, Inc. Stock Option Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
hereto)
23.2 Consent of Ernst & Young LLP, as independent public accountants
24.1 Power of attorney (see page 5 of this Registration Statement)
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* Filed as an exhibit to the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 11, 1999,
and incorporated herein by reference thereto.
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