SECURITIES AND EXCHANGE COMMISSION
washington, dc 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 14, 2002
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Southern Connecticut Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Connecticut 333-59824 06-1594123
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(State or Other Jurisdiction (Docket Number) (IRS Employer
of Incorporation) Identification No.)
215 Church Street, New Haven, CT 06510
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code (203) 782-1100
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Southern Connecticut Bancorp, Inc. ("Bancorp") is filing this 8-K in
order to report the adoption of three items that were presented to its
shareholders for action at the 2002 annual meeting, which was held on May 14,
2002. In addition to electing directors and ratifying the appointment of its
independent auditors for the year ending December 31, 2002, Bancorp's
shareholders were asked to approve proposals to: (1) amend Bancorp's certificate
of incorporation to increase its capital stock and the number of authorized
shares of its common stock; (2) approve the 2002 Stock Option Plan for directors
and employees of Bancorp and its wholly-owned subsidiary, The Bank of Southern
Connecticut ("Bank"); and (3) amend Bancorp's certificate of incorporation to
adopt a restriction on ownership of its common stock. The required vote for
approval of these items was a majority of the votes cast by Bancorp's
shareholders eligible to vote at the meeting. The items were approved by the
required number of votes.
The following is a brief summary of the proposals adopted by Bancorp's
shareholders at the 2002 annual meeting. For more information about these
proposals, please review Bancorp's Proxy Statement dated April 18, 2002. With
respect to the increased capital stock, Bancorp's shareholders approved a
proposal to increase the total authorized amount of Bancorp's capital stock from
3,000,000 shares to 5,500,000 shares and to increase the authorized number of
shares of Bancorp common stock from 2,500,000 to 5,000,000.
Bancorp's shareholders also approved the 2002 Stock Option Plan, which
is intended to attract and retain the continued services of employees and
directors of Bancorp and the Bank, encourage employees and directors to obtain
or increase their stock ownership in Bancorp, and provide incentive compensation
programs competitive with those of other similarly situated companies. An
aggregate of 250,000 shares of Bancorp's common stock are reserved for issuance
under the 2002 Stock Option Plan.
Bancorp's shareholders approved a proposal to amend Bancorp's
certificate of incorporation to prohibit any person, or group of persons acting
in concert, from acquiring or offering to acquire ten percent or more of any
class of the issued and outstanding stock of Bancorp unless (i) such acquisition
has been approved prior to its consummation by at least two-thirds of the
members of Bancorp's Board of Directors or by at least two-thirds of Bancorp's
shareholders, and (ii) all required federal and state regulatory approvals have
been obtained.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
There are no financial statements, pro forma financial information or
exhibits filed as part of this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTHERN CONNECTICUT BANCORP, INC.
By: /s/ Joseph V. Ciaburri
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Name: Joseph V. Ciaburri
Title: Chairman & Chief Executive Officer
Date: May 23, 2002
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