Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOUTHERN CONNECTICUT BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut 06-1594123
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
215 Church Street
New Haven, CT 06510
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(Address of Principal Executive Offices) (Zip Code)
SOUTHERN CONNECTICUT BANCORP, INC. 2001 STOCK OPTION PLAN
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SOUTHERN CONNECTICUT BANCORP, INC. 2002 STOCK OPTION PLAN
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(Full Titles of the Plans)
Joseph V. Ciaburri, Chairman and Chief Executive Officer
215 Church Street
New Haven, CT 06510
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(Name and Address of Agent for Service)
(203) 782-1100
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Andrea M. Teichman, Esq.
Day, Berry & Howard LLP
260 Franklin Street
Boston, Massachusetts 02110
(617) 345-4600
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CALCULATION OF REGISTRATION FEE
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Title of Securities Total Amount to Proposed Proposed Maximum Amount of
to be Registered be Registered(1) Maximum Aggregate Offering Registration Fee
Offering Price Price
Per Share
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Common Stock
($0.01 par value) 430,780(2) $7.63(3) $3,286,851.40(3) $416.44
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(1) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this
registration statement and this registration statement shall be deemed to
cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this registration statement.
(2) Consists of (i) 65,780 shares of common stock issuable under the Southern
Connecticut Bancorp, Inc. 2001 Stock Option Plan and (ii) 365,000 shares of
common stock issuable under the Southern Connecticut Bancorp, Inc. 2002
Stock Option Plan, as amended.
(3) Estimated solely for the purpose of computing the registration fee and
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933. The
calculation of the registration fee is based on a per share price of $7.63
which was the average (rounded to the nearest $0.01) of the high and low
sales prices of the common stock of Southern Connecticut Bancorp, Inc., as
reported in the consolidated reporting system of the American Stock
Exchange on August 11, 2004.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Southern Connecticut Bancorp, Inc. 2001 Stock Option Plan
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Southern Connecticut Bancorp, Inc. 2002 Stock Option Plan
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This Registration Statement on Form S-8 ("Registration Statement") is
filed for the purpose of registering shares of the common stock, par value $0.01
per share ("Common Stock"), of Southern Connecticut Bancorp, Inc. (the
"Company") issued upon the exercise of options granted pursuant to the Southern
Connecticut Bancorp, Inc. 2001 Stock Option Plan (the "Plan") to employees and
officers of the Company and its subsidiaries and issued or reserved for issuance
upon the exercise of options granted pursuant to the Southern Connecticut
Bancorp, Inc. 2002 Stock Option Plan, as amended (the "2002 Plan"), to employees
and directors of the Company and its subsidiaries. The 10(a) prospectuses being
delivered by the Company to participants in the Plan and to participants in the
2002 Plan, as required under Rule 428 of the Securities Act of 1933, as amended
(the "Securities Act"), have been prepared in accordance with the requirements
of Form S-8. The documents containing the information specified in Part I of
Form S-8 will be sent or given to each plan participant as specified by Rule
428(b)(1) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003, filed with the Commission on March 30, 2004;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004, filed with the Commission on May 14, 2004;
(c) The Company's Form 8-K filed with the Commission on January 14,
2004;
(d) The Company's Form 8-K filed with the Commission on April 30,
2004;
(e) The Company's Form 8-K filed with the Commission on May 17, 2004;
(f) The Company's Form 8-K/A filed with the Commission on May 17,
2004;
(g) The Company's Form 8-K filed with the Commission on June 8, 2004;
(h) The Company's Form 8-K filed with the Commission on June 17, 2004;
(i) The Company's Form 8-K filed with the Commission on July 20, 2004;
and
(j) The description of the Company's Common Stock contained in the
Company's final prospectus filed under Rule 424(b)(1) with the
Commission on June 17, 2004.
Participants may request a copy of any filing referred to above
(excluding exhibits), at no cost, by contacting the Company at the following
address:
Southern Connecticut Bancorp, Inc.
Investor Relations
215 Church Street
New Haven, Connecticut 06510
Telephone: (203) 782-1100
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-
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effective amendment which indicates that all shares of Common Stock have been
sold, or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of the filing of such documents. Any
statement contained 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 other subsequently filed document which also is incorporated or 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 superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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This Item is not applicable.
Item 5. Interests of Named Experts and Counsel.
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This Item is not applicable.
Item 6. Indemnification of Directors and Officers.
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Bancorp's certificate of incorporation and bylaws contain provisions
that Bancorp will indemnify its directors and officers to the maximum extent
permitted by Connecticut law. Our certificate of incorporation further provides
for the elimination of director liability for monetary damages to the maximum
extent allowed by Connecticut law.
Subsection (a) of Section 33-771 of the Connecticut Business
Corporation Act (the "CBCA") provides that a corporation may indemnify an
individual who is a party to a proceeding because he is a director against
liability incurred in the proceeding if: (1)(A) he conducted himself in good
faith; (B) he reasonably believed (i) in the case of conduct in his official
capacity, that his conduct was in the best interests of the corporation; and
(ii) in all other cases, that his conduct was at least not opposed to the best
interests of the corporation; and (C) in the case of any criminal proceeding, he
had no reasonable cause to believe his conduct was unlawful; or (2) he engaged
in conduct for which broader indemnification has been made permissible or
obligatory under a provision of the certificate of incorporation as authorized
by the CBCA.
Subsection (b) of Section 33-771 of the CBCA provides that a director's
conduct with respect to an employee benefit plan for a purpose he reasonably
believed to be in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement that his conduct was at least not
opposed to the best interests of the corporation.
Subsection (c) of Section 33-771 of the CBCA provides that the
termination of a proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the relevant standard of conduct described in
Section 33-771 of the CBCA.
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Subsection (d) of Section 33-771 of the CBCA provides that, unless
ordered by a court, a corporation may not indemnify a director: (1) in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred in connection with the proceedings if it is
determined that the director has met the relevant standard of conduct under
Section 33-771(a) of the CBCA; or (2) in connection with any proceeding with
respect to conduct for which he was adjudged liable on the basis that he
received a financial benefit to which he was not entitled, whether or not
involving action in his official capacity.
Section 33-772 of the CBCA provides that a corporation shall indemnify
a director of the corporation who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation, against reasonable expenses incurred by him
in connection with the proceeding.
Subsection (a) of Section 33-776 of the CBCA provides that a
corporation may indemnify an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation (1) to the same extent as
a director, and (2) if he is an officer but not a director, to such further
extent, consistent with public policy, as may be provided by contract, the
certificate of incorporation, the bylaws or a resolution of the board of
directors. Subsection (c) of Section 33-776 of the CBCA provides that an officer
of the corporation who is not a director is entitled to mandatory
indemnification under Section 33-772 to the same extent to which a director may
be entitled to indemnification.
In addition, subsection (b)(5) of Section 33-636 permits a corporation
to include a provision in its certificate of incorporation indemnifying
directors for liability to any person for taking any action, or for failing to
take any action, as a director, except liability that (A) involved a knowing and
culpable violation of law by the directors, (B) enabled the director or an
associate to receive an improper personal gain, (C) showed a lack of good faith
and a conscious disregard for the duty of the director to the corporation under
circumstances in which the director was aware that his conduct or omission
created an unjustifiable risk of serious injury to the corporation, (D)
constituted a sustained and unexcused pattern of inattention that amounted to an
abdication of the director's duty to the corporation or (E) created liability
for an unlawful distribution. Bancorp has included such a provision in its
certificate of incorporation.
Item 7. Exemption from Registration Claimed.
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This Item is not applicable.
Item 8. Exhibits.
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See Exhibit Index.
Item 9. Undertakings.
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The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the 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; and
(3) To remove from registration any of the securities being registered
which remain unsold at the termination of the offering by means of filing a
post-effective amendment.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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
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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 and will be governed by the final adjudication of such issue.
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SIGNATURES
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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 New Haven, State of Connecticut on August 10,
2004.
SOUTHERN CONNECTICUT BANCORP, INC.
By: /s/ Joseph V. Ciaburri
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Joseph V. Ciaburri
Chairman of the Board and
Chief Executive Officer
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POWER OF ATTORNEY
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Know all persons by these presents, that each person whose signature
appears below constitutes and appoints Joseph V. Ciaburri, Michael M. Ciaburri
and William F. Weaver (with full power to each of them to act alone) as his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and in his name, place and stead in any and all capacities to sign any and all
amendments or post-effective amendments to this Registration Statement,
including post-effective amendments filed pursuant to Rule 462(b) of the
Securities Act, as amended, and to file the same with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, full power and authority to do and
perform each and every act and thing prerequisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, thereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature Title Date
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/s/ Joseph V. Ciaburri Chairman of the Board August 10, 2004
------------------------------------ of Directors and Chief
Joseph V. Ciaburri Executive Officer
/s/ Michael M. Ciaburri President, Director August 10, 2004
------------------------------------ and Chief Operating Officer
Michael M. Ciaburri
/s/ William F. Weaver Vice President and August 10, 2004
------------------------------------ Chief Financial Officer
William F. Weaver
/s/ Anthony M. Avellani Vice President and August 10, 2004
------------------------------------ Chief Accounting Officer
Anthony M. Avellani
/s/ Elmer F. Laydon Director and August 10, 2004
------------------------------------ Vice Chairman of the Board
Elmer F. Laydon
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Director
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Juan Jose Alvarez de Lugo
/s/ Carl R. Borrelli Director August 10, 2004
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Carl R. Borrelli
Director
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Joshua H. Sandman, Ph.D.
/s/ Alphonse F. Spadaro, Jr. Director August 10, 2004
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Alphonse F. Spadaro, Jr.
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EXHIBIT INDEX
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Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of Southern
Connecticut Bancorp, Inc. (incorporated by reference to Exhibit
3(i) to the Company's Quarterly Report on Form 10-QSB dated June
30, 2002).
4.4 By-Laws of Southern Connecticut Bancorp, Inc. (incorporated by
reference to Exhibit 3(ii) to the Company's Registration
Statement on Form SB-2 (File No. 333-59824)).
5.1 Opinion of Day, Berry & Howard LLP as to the legality of the
securities registered hereby, including consent of such counsel.
23.1 Consent of Day, Berry & Howard LLP (included in Exhibit 5.1
hereto).
23.2 Consent of McGladrey & Pullen, LLP.
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
99.1 Southern Connecticut Bancorp, Inc. 2001 Stock Option Plan
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form SB-2 (No. 333-59824)).
99.2 Southern Connecticut Bancorp, Inc. 2002 Stock Option Plan
(incorporated by reference to Appendix B to the Company's
definitive Proxy Statement dated April 18, 2002 on Schedule
14(a)).
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