As filed with the Securities and Exchange Commission on September 1, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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FIRST INTERNATIONAL BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
06-1151731
(I.R.S. Employer Identification No.)
280 TRUMBULL STREET, HARTFORD, CONNECTICUT 06103
(Address of Principal Executive Offices) (Zip Code)
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FIRST INTERNATIONAL BANCORP, INC. 2000 STOCK OPTION PLAN
(Full Title of the Plan)
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LESLIE A. GALBRAITH
Executive Vice President and Secretary
First International Bancorp, Inc.
280 Trumbull Street
Hartford, Connecticut 06103
(Name and Address of Agent for Service)
(860) 241-2529
Telephone Number, Including Area Code, of Agent For Service
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Copy to:
STEPHEN H. FABERMAN, ESQ.
BINGHAM DANA LLP
150 Federal Street
Boston, Massachusetts 02110
(617) 951-8000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price Fee
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Common Stock,
$0.10 par value per share 150,000 $7.59 $1,138,500 $301
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, based on the
average of the high and low prices of the Registrant's Common Stock, $0.10 par
value per share, reported by the Nasdaq National Market on August 29, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities Act. Such documents
need not be filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by First International Bancorp, Inc. (the
"Registrant") with the SEC are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report filed on Form 10-K for the
fiscal year ended December 31, 1999;
(b) The Registrant's quarterly reports filed on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000; and
(c) The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A, as filed with the SEC on July
22, 1997, under Section 12(g) of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the Registrant
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 of such securities then
remaining unsold, 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, all or a portion of
which is 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 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 amended,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
A description of the Registrant's Common Stock to be offered is not
provided in this Registration Statement because such class of the Registrant's
securities is registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts or Counsel
Neither the Registrant's independent auditors, PricewaterhouseCoopers LLP,
nor the Registrant's counsel, Bingham Dana LLP, nor any individual employed by
or associated with such firm or individual in a professional capacity, was
employed by the Registrant in connection with matters described in this
registration statement on a contingent basis or has, or is to receive in
connection with this offering, a substantial interest, direct or indirect, in
the Registrant or was connected with the Registrant as a promoter, managing
underwriter (or any principal underwriter, if there are no managing
underwriters), voting trustee, director, officer or employee.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify its officers and directors and certain other persons
to the extent and under the circumstances set forth therein.
The Amended and Restated Certificate of Incorporation of the Registrant
and the Amended and Restated By-laws of the Registrant provide for
indemnification of officers and directors of the Registrant and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions.
The Registrant intends to maintain insurance for the benefit of its
directors and officers insuring such persons against certain liabilities,
including liabilities under the securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are part of this Registration Statement:
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-31339), filed on July 15, 1997.)
4.2 Amended and Restated By-Laws of the Registrant. (Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement
on Form S-1 (Registration No. 333-31339), filed on July 15, 1997.)
4.3 First International Bancorp, Inc. 2000 Stock Option Plan.
(Incorporated by reference to Annex A to the Registrant's Proxy
Statement on Form 14A for the Registrant's 2000 Annual
Meeting of Stockholders, filed on April 5, 2000.)
5 Opinion and Consent of Bingham Dana LLP as to the legality of the
securities being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature pages of the
Registration Statement).
Item 9. Undertakings
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 this Registration
Statement or any material change to such information in this
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;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering;
(4) 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 Securities
Exchange Act of 1934 that is incorporated by reference in this
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; and
(5) 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Hartford, State of Connecticut, on this 31st
day of August 2000.
FIRST INTERNATIONAL BANCORP, INC.
By: /s/ Leslie A. Galbraith
Leslie A. Galbraith
Executive Vice President and Secretary
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby appoints Brett N. Silvers
and Leslie A. Galbraith each of them severally, acting alone and without the
other, his/her true and lawful attorney-in-fact with the authority to execute
in the name of each such person, and to file with the Securities and Exchange
Commission, together with any exhibits thereto and other documents therewith,
any and all amendments (including without limitation post-effective amendments)
to this Registration Statement on Form S-8 necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission
in respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
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
/s/ Brett N. Silvers Chairman of the Board, August 31, 2000
Brett N. Silvers President and Chief Executive Officer,
(Principal Executive Officer)
/s/ Michael R. Carter Director August 31, 2000
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Michael R. Carter
/s/ Arnold L. Chase Director August 31, 2000
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Arnold L. Chase
/s/ Cheryl A. Chase Director August 31, 2000
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Cheryl A. Chase
/s/ Frank P. Longobardi Director August 31, 2000
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Frank P. Longobardi
/s/ Shaun P. Williams Executive Vice President, August 31, 2000
Shaun P. Williams Chief Financial Officer and
Treasurer (principal financial
and accounting officer)
EXHIBIT INDEX
Exhibit No. Description of Documents
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. (Incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-31339), filed on July 15, 1997.)
4.2 Amended and Restated By-Laws of the Registrant.
(Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Registration No.
333-31339), filed on July 15, 1997.)
4.3 First International Bancorp, Inc. 2000 Stock Option Plan.
(Incorporated by reference to Annex A to the Registrant's
Proxy Statement on Form 14A for the Registrant's 2000 Annual
Meeting of Stockholders, filed on April 5, 2000.)
5 Opinion and Consent of Bingham Dana LLP as to the legality of
the securities being registered.
23.1 Consent of Bingham Dana LLP (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature pages of the
Registration Statement).