Chittenden Corp /VT/ - Current report filing (8-K)
December 28 2007 - 3:36PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 21, 2007
CHITTENDEN CORPORATION
(Exact name of Registrant as specified in charter)
|
|
|
|
|
Vermont
|
|
001-13769
|
|
03-0228404
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
Two Burlington Square, Burlington, Vermont
|
|
05401
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (802) 660-1410
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
As previously reported, on June 26, 2007, Chittenden Corporation (the Company) entered into an Agreement and Plan of Merger (the Merger
Agreement) with Peoples United Financial, Inc. (Peoples United), which provides for the merger of the Company with and into Peoples United (the Merger). The Merger Agreement provides that options to
purchase shares of the Companys common stock which are not exercised prior to the effective time of the Merger (collectively, Unexercised Options) will be cancelled at that time. In exchange, Peoples United will pay each
holder of Unexercised Options cash in an amount equal to the number of shares of the Companys common stock subject to each Unexercised Option held by such person, multiplied by the excess, if any, of the per share merger consideration (as
determined in accordance with the Merger Agreement) over the exercise price of the Unexercised Option (net of all required withholding taxes).
In
connection with the pending Merger, and at the request of Peoples United and with its consent, the Company and certain executive officers of the Company (including the named executive officers) agreed that in lieu of the payment by
Peoples United contemplated by the Merger Agreement, the Company would pay the executive cash in an amount equal to the number of shares of the Companys common stock subject to each Unexercised Option, multiplied by the excess, if any,
of the fair market value of the Companys common stock on December 26, 2007 (the Fair Market Value), over the exercise price of the Unexercised Option (net of all required withholding taxes). These payments were made by the
Company on December 27, 2007, in exchange for the surrender by the executives of all such Unexercised Options for cancellation by the Company. Options to purchase a total of 2,087,460 shares of the Companys common stock were surrendered
in exchange for an aggregate amount of approximately $24.2 million, including, with respect to the named executive officers, the surrender of options to purchase 771,253 shares by Paul A. Perrault in exchange for approximately $9.8 million, the
surrender of options to purchase 278,185 shares by Kirk W. Walters in exchange for approximately $3.1 million, the surrender of options to purchase 246,342 shares by John W. Kelly in exchange for approximately $2.5 million, the surrender of options
to purchase 268,882 shares by John P. Barnes in exchange for approximately $3.0 million, and the surrender of options to purchase 193,001 shares by Danny H. OBrien in exchange for approximately $2.3 million.
Also in connection with the cancellation of the Unexercised Options, each executive officer of the Company entered into an agreement with Peoples United which
provides for: (1) the payment by Peoples United to the executive of an amount in cash equal to the number of shares of the Companys common stock subject to each Unexercised Option, multiplied by the amount, if any, by which the per
share merger consideration exceeds the Fair Market Value; (2) the payment by Peoples United to the executive of interest for a one-year period on a portion of additional taxes that may be incurred by the executive as a result of the
executives receipt of payment in exchange for the cancellation of his Unexercised Options in 2007; and (3) indemnification of the executive by Peoples United for certain potential claims relating to the cancellation of the
executives Unexercised Options.
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 thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
CHITTENDEN CORPORATION
|
|
|
|
|
Date: December 28, 2007
|
|
|
|
By:
|
|
/s/ F. Sheldon Prentice
|
|
|
|
|
|
|
F. Sheldon Prentice
|
|
|
|
|
|
|
Senior Vice President,
|
|
|
|
|
|
|
General Counsel and Secretary
|
Chittenden (NYSE:CHZ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Chittenden (NYSE:CHZ)
Historical Stock Chart
From Jul 2023 to Jul 2024