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 registration of a class of debt securities and
is effective upon filing pursuant to General Instruction (A)(C)(1) please
check the following box.
If this form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent 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
Common 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") to be registered
consist of 7,000,000 shares of common stock par value of $0.01 per share
("Common Stock"). No shares of Common Stock are presently issued or
outstanding. The Common Stock will be issued in accordance with that
certain Agreement and Plan of Reorganization dated May 20, 1997 between the
Company and its wholly owned subsidiary, Norwalk Savings Society (the "Plan
of Reorganization"). The following statements are summaries of certain
provisions of the Plan of Reorganization, the Company's Certificate of
Incorporation and Bylaws and the Connecticut Business Corporation Act
("CBCA"). The statements made herein do not purport to be complete in all
respects and are qualified in their entirety by reference to the full
Certificate of Incorporation, Bylaws and CBCA, the first two of which have
been filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-A.
(1) Dividends may be paid on Common Stock if and when declared by
the Company's Board of Directors out of funds legally available for such
purpose. 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.
When the Common Stock is issued and delivered in accordance with the Plan,
it will be validly issued, fully paid, non-assessable, and not subject to
any further calls by the Company.
At the time of issuance, holders of Common Stock will possess voting
power for the election of directors of the Company and for all other
purposes, each holder being entitled to one vote for each share of Common
Stock held. Holders of the Common Stock do not have cumulative voting
rights, preemptive rights, or conversion rights with respect to any such
shares. The Common Stock is not presently subject to any sinking fund or
restrictions on transferability or alienability. In the event of a
liquidation of the Company, holders of Common Stock are entitled to a
pro-rata share in all assets of the Company after payment of all amounts
due to creditors.
The Certificate of Incorporation of the Company prohibits any person
from directly or indirectly offering to acquire, or acquiring, beneficial
ownership of 10% or more of the Common Stock without the prior written
approval of the Company's Board of Directors, the Connecticut Banking
Commissioner and all applicable federal regulatory agencies. Any
shareholder owning 10% or more of the Common Stock may not vote any shares
that exceed 10% on any matter that is submitted for a vote of the
shareholders.
The Company must give the Federal Reserve Board prior notice of any
repurchase or redemption of shares of Common Stock if the gross
consideration for the purchase or redemption, when combined with the net
consideration paid by the holding company for all such purchases or
redemptions during the preceding twelve months, exceeds 10% of the holding
company's consolidated net worth. The Federal Reserve Board may disapprove
such a purchase or redemption if it determines that the proposal would
constitute an unsafe or unsound practice or would violate any law,
regulation, Federal Reserve Board order, or any condition imposed by, or
written agreement with, the Federal Reserve Board. This prior notice
requirement, however, will not apply to the Company if it continues to
maintain its "well capitalized" status in accordance with applicable
Federal Reserve Board regulations, if it continues to maintain a "1" or "2"
rating in its most recent safety and soundness regulatory examination and
if there continues to be no unresolved regulatory issues concerning the
Company. Except as described above, there are no other restrictions on the
repurchase or redemption of Common Stock by the Company.
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 Common 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 Common Stock.
(3) No preferred stock is to be registered.
(4) The rights of holders of Common Stock may, under certain
circumstances, be limited by the holders of serial preferred stock of the
Company. No serial preferred stock is presently issued or outstanding.
The Certificate of Incorporation of the Company authorizes 500,000 shares
of serial preferred stock, of which 50,000 shares have been designated as
Series A Preferred Stock. Shares of Series A Preferred Stock may be issued
in connection with a Shareholder's Rights Agreement which is attached
hereto as Exhibit 4. Generally, the Shareholder 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 maximize the value and rights of their shares of Common Stock in the
event of a hostile takeover attempt. Series A Preferred Stock may be
issued to holders of Common Stock (except for the potential hostile
takeover person) under certain circumstances specified in the Shareholder
Rights Agreement.
If issued, 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 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.
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 at the time outstanding.
When issued in accordance with the Shareholder's 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
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.
Whenever quarterly dividends or other dividends or distributions
payable on the 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 shall have been
paid in full, the Company will not declare or pay dividends, or make any
other distributions, on Common Stock or any other shares of stock ranking
junior as to dividends or upon liquidation, dissolution or winding up to
the Series A Preferred Stock ("Junior Stock").
The Company also may not declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except dividends paid ratably on the Series A Preferred
Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of such
shares are then entitled. The Company cannot, under those circumstances
redeem or purchase or otherwise acquire for consideration shares of any
Junior Stock, provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such Junior Stock in exchange for shares of
any other Junior Stock.
The Company may not redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, 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 or classes.
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 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.
The 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.
(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 (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 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 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. 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.
As noted above 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 Common Stock will not be offered pursuant to warrants or
rights.
d. Other Securities
No securities other than the Common Stock are to be registered
hereunder.
e. Market Information for Securities other than Common Equity
No securities other than the Common 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.
ITEM 2. EXHIBITS
Exhibit 2: Agreement and Plan of Reorganization
Exhibit 3i: Certificate of Incorporation of NSS Bancorp, Inc.
Exhibit 3ii: Bylaws of NSS Bancorp, Inc.
Exhibit 4: Shareholder Rights Agreement
Exhibit 4.1 Amendment to Rights Agreement
Exhibit 4.2 Assignment of Rights Agreement
Exhibit 10.1: Employment Agreement-Robert T. Judson
Exhibit 10.1.2 Amendment One to Employment Agreement
Exhibit 10.1.3 Amendment Two to Employment Agreement
Exhibit 10.1.4 Amendment Three to Employment Agreement
Exhibit 10.2.1: Employment Agreement-Charles F. Howell
Exhibit 10.2.2 Amendment One to Employment Agreement
Exhibit 10.2.3 Amendment Two to Employment Agreement
Exhibit 10.2.4 Amendment Three to Employment Agreement
Exhibit 10.3.1: Employment Agreement-Jeremiah T. Dorney
Exhibit 10.3.2 Amendment One to Employment Agreement
Exhibit 10.3.3 Amendment Two to Employment Agreement
Exhibit 10.3.3 Amendment Three to Employment Agreement
Exhibit 10.4.1: Employment Agreement-Marcus I. Braverman
Exhibit 10.4.2 Amendment One to Employment Agreement
Exhibit 10.4.3 Amendment Two to Employment Agreement
Exhibit 10.4.4 Amendment Three to Employment Agreement
Exhibit 10.4.5 Amendment Four to Employment Agreement
Exhibit 10.5: Divestiture Agreement between Westport Asset Management
and Norwalk Savings Society
Exhibit 21: Subsidiaries of NSS Bancorp, Inc.
1. Norwalk Savings Society
Exhibit 99.1: Form F-2 Annual Report Norwalk Savings
Exhibit 99.2 Form F-4 Quarterly Report Norwalk Savings
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:
By:
Robert T. Judson
Its President
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