As filed with the Securities and Exchange Commission on October , 1998
REGISTRATION NO.
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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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NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0430695
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9 Main Street
P.O. Box 9
Newport, NH 03773
(603) 863-0886
(Address, including Zip Code, of principal executive offices)
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New Hampshire Thrift Bancshares, Inc.
1998 Stock Option Plan
(Full title of the Plans)
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Mr. Stephen W. Ensign
President and Chief Executive Officer
New Hampshire Thrift Bancshares, Inc.
9 Main Street
Newport, NH 03773
(603) 863-0886
Copy to:
Richard A. Schaberg, Esq.
Thacher Proffitt & Wood
1700 Pennsylvania Avenue, N.W. Suite 800
Washington, D.C. 20006
(202) 347-8400
(Name and address, including Zip Code, telephone number and area code, of agent
for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Registered Proposed Maximum Proposed Maximum Aggregate Amount of
Registered (1) Offering Price Per Offering Price (2) Registration Fee
Share(2)
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Common Stock, $0.01 208,855 shares $17.625 $3,681,069 $1024.00
par value
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(1) Based on 208,855 shares of common stock of New Hampshire Thrift Bancshares,
Inc. (the "Company") reserved for issuance upon exercise of options granted
pursuant to the New Hampshire Thrift Bancshares, Inc. 1998 Stock Option Plan
("Plans"). In addition to such shares, this registration statement also
covers an undetermined number of shares of common stock of the Company that,
by reason of certain events specified in the Plans, may become issuable upon
exercise options through the use of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to which at
total of 208,855 shares that may be acquired upon exercise of options
granted in the future are deemed to be offered at $17.625 per share, the
average of the daily high and low sales prices of common stock of the
Company on the Nasdaq Stock Market at the close of trading on October 26,
1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in this Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with the
Commission by the Registrant (File No. 01-17859) are incorporated by reference
in this registration statement:
(1) the description of the Registrant's common stock (the "Common Stock")
contained in the Registrant's Registration Statement on Form S-4, dated
September 25, 1996 which was filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended ("Exchange Act");
(2) the Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 1997, which was filed with the Commission pursuant to the Exchange
Act;
(3) the Registrant's Proxy Statement, dated March 6, 1998 for its Annual
Meeting of Stockholders held on April 8, 1998, filed by the Registrant
pursuant to Section 14 of the Exchange Act; and
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(4) the Registrant's Quarterly Report on Form 10-QSB for the quarters
ended March 31, 1998 and June 30, 1998.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein 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
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
New Hampshire Thrift Bancshares, Inc. will provide without charge to
each person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written requests should be
directed to Mr. Stephen R. Theroux, New Hampshire Thrift Bancshares, Inc., 9
Main Street, P.O. Box 9, Newport, NH 03773. Telephone requests may be directed
to (603) 863-0886.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person 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 provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have
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been adjudged liable to the corporation. Any such indemnification may be made
only as authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him, an incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article IX of the Company's bylaws requires the Company, among other
things, to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
and any appeal therein, whether civil, criminal, administrative, arbitrative or
investigate (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 attorney's fees), judgments, fines, penalties and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, and any appeal therein, 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.
Article XI, Section 8 also empowers the Company to purchase and
maintain insurance to protect itself and its directors and officers, and those
who were or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company currently maintains directors' and
officers' liability insurance consistent with the provisions of the bylaws.
The Company has entered into Employment Agreements with each of
Stephen W. Ensign and Stephen R. Theroux pursuant to which it has undertaken
contractually to provide indemnification and insurance coverage in the manner
described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
3.1 Certificate of Incorporation of New Hampshire Thrift Bancshares,
Inc.*
3.2 By-Laws of New Hampshire Thrift Bancshares, Inc.*
4.1 New Hampshire Thrift Bancshares, Inc. 1998 Stock Option Plan.
4.2 Form of Stock Option Agreement, pursuant to the New Hampshire
Thrift Bancshares, Inc. 1998 Stock Option Plan.
5.1 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to
the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1
hereof).
23.2 Consent of Shatswell MacLeod & Co., P.C.
* Incorporated by reference to the Registrant's Registration Statement on Form
S-4, as amended (Registration No. 333-12645).
ITEM 9. UNDERTAKINGS.
A. Rule 415 offering. The undersigned Registrant hereby undertakes:
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(1) For determining liability under the Securities Act , treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(2) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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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 Newport, State of New Hampshire, on this 14th day of
October, 1998.
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Registrant)
By: /s/ Stephen W. Ensign
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Stephen W. Ensign
President and Chief Executive Officer
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
- ------------------------- ------------------------------------- ------------
/s/ Stephen W. Ensign President and Chief Executive October 14,1998
- ------------------------- Officer (Principal Executive
Stephen W. Ensign Officer) and Director
/s/ Daryl Cady Chief Financial Officer (Principal October 14, 1998
- ------------------------- Accounting Officer)
Daryl Cady
/s/ Stephen R. Theroux Director and Executive Vice President October 14, 1998
- -------------------------
Stephen R. Theroux
/s/ John J. Kiernan Chairman of the Board and Director October 14, 1998
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John J. Kiernan
/s/ Leonard R. Cashman Director October 14, 1998
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Leonard R. Cashman
/s/ Ralph B. Fifield Director October 14, 1998
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Ralph B. Fifield
/s/ John A. Kelley, Jr. Director October 14, 1998
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John A. Kelley, Jr.
/s/ Peter R. Lovely Director October 14, 1998
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Peter R. Lovely
/s/ Dennis A. Morrow Director October 14, 1998
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Dennis A. Morrow
/s/ Jack H. Nelson
- ------------------------- Director October 14, 1998
Jack H. Nelson
/s/ Priscilla W. Ohler Director October 14, 1998
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Priscilla W. Ohler
/s/ Kenneth D. Weed
- ------------------------- Director October 14, 1998
Kenneth D. Weed
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