SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NSS BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Connecticut 06-1485317
- ---------------------------------------- ------------------------------------
(State of Incorporation of Organization) (I.R.S. Employer Identification No.)
48 Wall Street, Norwalk, Connecticut 06852
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Office) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General Instruction effective simultaneously with the
(A)(C)(1) please check the following effectiveness of a concurrent
box. [_] registration statement under the
Securities Act of 1933 pursuant to
General Information (A)(C)(2)
please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on Which
Title of Each Class to be so registered Each Class is to be registered
- --------------------------------------- ------------------------------
Series A Preferred Stock, par value, $0.01 NASDAQ - National Market
- ------------------------------------------ ------------------------------
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
- ----------------------------------------------------------------
a. Capital Stock
-------------
The securities of NSS Bancorp, Inc. (the "Company" or the "Corporation") to
be registered consist of 50,000 shares of serial preferred stock, par value of
$0.01 per share, that have been reserved for issuance ("Series A Preferred
Stock") under the terms of that certain Shareholders' Rights Agreement between
the Company and ChaseMellon Shareholder Services dated May 10, 1996 (the "Rights
Agreement"). Contemporaneous with the filing of this Form 8-A, the Company is
filing a parallel Form 8-A to register 7,000,000 shares of common stock of the
Company, par value $0.01 per share ("Common Stock").
Presently, no shares of Series A Preferred Stock are issued or outstanding
pursuant to the Rights Agreement. Generally, the Rights Agreement is designed to
assure that holders of Common Stock receive fair and equal treatment in the
event of an attempted hostile takeover of the Company and to both preserve and
maximize for Holders of Common Stock, the value and rights of their shares of
Common Stock in such event. Series A Preferred Stock may be issued to holders of
Common Stock, except for a potential hostile takeover person, under certain
circumstances specified in the Rights Agreement.
The following statements are derived from summaries of certain provisions
of the Company's Certificate of Incorporation and Bylaws, the Rights Agreement
and of the Connecticut Business Corporation Act ("CBCA"). They are summaries and
The statements made herein do not purport to be complete and are in all respects
and are qualified in their entirety by reference to the full Certificate of
Incorporation, Bylaws, the Rights Agreement and CBCA, the first three of which
have been filed as Exhibit 3i, Exhibit 3ii and Exhibit 4, respectively, to this
Form 8-A.
(1) Shares of Series A Preferred Stock, in preference to the holders
of Common Stock of the Corporation, and of any other junior stock, are entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash, in an
2.
amount per share equal to or greater than (i) $1 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding payment of a quarterly dividend or,
with respect to the initial quarterly dividend payment since the first issuance
of any share or fraction of a share of Series A Preferred Stock. If the Company
at any time declares or pays any dividend on the Common Stock payable in shares
of Common Stock, or effects a subdivision or combination or consolidation of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then, in each such case, the amount to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Under present Federal Reserve Board policy, the Company may pay cash
dividends only out of the Company's past year's net income, only if prospective
earnings retention is consistent with the Company's expected future needs, and
only if payment of dividends does not undermine the Company's ability to serve
as a source of strength to its subsidiary bank(s).
Dividends may accrue and cumulate on outstanding shares of Series A
Preferred Stock under certain circumstances but do not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares outstanding
at the time.
When issued in accordance with the Rights Agreement, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the
3.
Company. In the event the Company shall at any time declare or pay any dividend
on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. Except as set forth herein, or as
otherwise provided by law, holders of Series A Preferred Stock have no other
special voting rights and their consent is not required (except to the extent
they are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.
Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (a) to the holders of Common Stock or shares of
Junior Stock unless, prior thereto, the holders of shares of Series A Preferred
Stock shall have received $100 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of shares of Common Stock, or (b)
to the holders of shares of stock ranking on a parity (either as to dividends
upon liquidation, dissolution or winding up) with the Series A Preferred Stock
and all such parity stock in proportion to the total amounts to which the
holders of such shares are entitled upon such liquidation, dissolution or
winding up. In the event the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock, then in each such case the aggregate amount to which holders of shares of
Series A Preferred Stock were entitled immediately
4.
prior to such event under the proviso in clause (a) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
In case the Company shall enter into any consolidation, merger, combination
or other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series A Preferred Stock shall be subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of common stock is
changed or exchanged. If the Company shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Shares of Series A Preferred Stock are not redeemable and rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock. When Series
A Preferred Stock is issued and delivered in accordance with the Rights
Agreement, it will be validly issued, fully paid, non-assessable, and not
subject to any further calls by the Company. Holders of Series A Preferred Stock
do not have cumulative voting rights, preemptive rights, or conversion rights
with respect to any such shares. The Series A Preferred Stock is not presently
subject to any sinking
5.
fund provisions or restrictions on transferability or alienability. There are no
provisions discriminating against a holder of Series A Preferred Stock as a
result of such shareholder's ownership of a substantial amount of Series A
Preferred Stock. The Certificate of Incorporation of the Company provides for a
staggered Board of Directors as it divides the directors into three classes, as
nearly equal in number as possible, with one class elected each year. Each
director of the Company holds office for a three year term.
(2) The rights of holders of Series A Preferred Stock may not be
modified in any event or for any purpose except by a vote of a majority or more
of the holders of outstanding shares of Series A Preferred Stock.
(3) Whenever quarterly dividends or other dividends or distributions
payable on any shares of Series A Preferred Stock are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Preferred Stock outstanding are paid in full,
the Company may not redeem or purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, except in accordance with a purchase
offer made in writing or by publication to all holders of such shares upon such
terms as the Board of Directors of the Company, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series and classes.
(4) The rights of holders of Series A preferred stock rank, with
respect to payment of dividends and distribution of assets junior to any other
Class of the Company's preferred stock. Presently, there is no other class of
Preferred Stock of the Company outstanding.
(5) The Certificate of Incorporation of the Company provides that a
"super-majority" vote of shareholders must approve certain business
combinations, including mergers, consolidations, share exchanges, sales of all
or substantially all assets, liquidations, dissolutions or reclassifications,
between the Company and an "Interested Shareholder" (as such term is defined
below) or any other corporation
6.
(whether or not itself an Interested Shareholder) which is or after such merger
or consolidation would be, an affiliate or associate of any Interested
Shareholder unless the transaction is approved by the Board of Directors of the
Company or certain fair price procedural requirements are satisfied. An
"Interested Shareholder" is generally defined as a person or entity who is the
beneficial owner, directly or indirectly, of 10% or more of the voting power of
the outstanding shares of voting stock of the Company. Such transactions must
first be approved by the Company's Board of Directors and then by the
affirmative vote of the holders of at least 80% of the voting power of the then
outstanding shares of the voting stock, and by two-thirds of the voting power of
the outstanding shares of the voting stock exclusive of shares held by or on
behalf of the Interested Shareholder, unless: (1) the transaction is approved by
the Board of Directors before the Interested Shareholder first became an
Interested Shareholder; (2) or in the case of a merger, consolidation or share
exchange, and in all other business combinations, certain fair price and
procedural provisions are met. The fair price provisions generally require that
shareholders whose stock is acquired in a business combination be paid at least
as much as the highest price the Interested Shareholder paid for shares within
the two prior years or the price that the Interested Shareholder paid in the
transaction by which the Interested Shareholder first became an Interested
Shareholder, whichever is higher. The procedural provisions include prohibitions
against omissions of dividends on preferred stock, reductions in dividends on
the Common Stock and acquisitions by the Interested Shareholder of more stock of
the Company.
In the event that the fair price and procedural requirements are met or the
requisite approval of the Board of Directors is given with respect to a
particular business combination, the normal voting requirements of Connecticut
law would apply. Under Connecticut law, a merger, consolidation, sale of
substantially all of the assets of the Company and the adoption of a plan of
dissolution of the Company would generally require the approval of two-thirds a
majority of the issued and outstanding shares of the Company's capital stock
entitled to vote thereon. A reclassification of the Company's securities
involving an
7.
amendment to its Certificate of Incorporation and other issues requiring
shareholder approval would also require the approval of the holders of a
majority of the voting power of the Company's capital stock entitled to vote
thereon. Other issues requiring shareholder approval generally require the vote
of a majority of the shares entitled to vote thereon. A sale of less than
substantially all of the assets of the Company, a merger of the Company with a
company in which it owns not less than 90% of the outstanding capital stock or a
reclassification of the Company's securities not involving an amendment to its
Certificate of Incorporation would not require shareholder approval.
The Certificate of Incorporation of the Company prohibits any person from
acquiring 10% or more of the outstanding stock of the Company entitled to vote
for the election of directors (defined as "Voting Stock") unless: (a) such
acquisition has been approved prior to its consummation by the affirmative vote
of the holders of at least two-thirds of the Voting Stock entitled to vote at a
meeting of shareholders called for such purpose; and (b) all federal and state
regulatory approvals required under the Change in Bank Control Act of 1978, the
Bank Holding Company Act of 1956 and any similar Connecticut law and in
accordance with all regulations of the FDIC, Federal Reserve Board and
Connecticut Banking Commissioner.
Moreover no person may make an offer to acquire 10% or more of the then-
outstanding Voting Stock unless such person has notified the Company's Board of
Directors of such intent and the Board of Directors has not within fifteen days
after receipt of such notice, disapproved of such offer, or before the offer is
made, obtained prior approval of the acquisition by the FDIC or FRB and the
Banking Commissioner.
b. Debt Securities
---------------
No debt securities are to be registered hereunder.
c. Warrants and Rights
-------------------
The Series A Preferred Stock will not be offered pursuant to warrants
or rights.
8.
d. Other Securities
----------------
No securities other than the Series A Preferred Stock are to be
registered hereunder.
e. Market Information for Securities other than Common Equity
----------------------------------------------------------
No securities other than the Series A Preferred Stock are to be
registered hereunder.
f. American Depository Receipts
----------------------------
No Depository Shares will be registered hereunder.
g. Security Rating
---------------
The Company has not obtained a security rating from a nationally
recognized statistical rating organization with respect to its securities.
9.
ITEM 2. EXHIBITS
- -----------------
Exhibit 3i: Certificate of Incorporation of NSS Bancorp, Inc.
----------
Exhibit 3ii: Bylaws of NSS Bancorp, Inc.
-----------
Exhibit 4: Shareholders' Rights Agreement
---------
10.
SIGNATURE
Pursuant to the requirements of section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereto duly authorized.
NSS BANCORP, INC.
Registrant
Date: July 25, 1997
------------------
By: /s/ Robert T. Judson
-------------------------------
Robert T. Judson
Its President
11.