As filed with the Securities and Exchange Commission on December 7, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW HAMPSHIRE THRIFT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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02-0430695
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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9 Main Street, P.O. Box 9
Newport, New Hampshire 03773
(603) 863-0886
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Stephen R. Theroux
Vice Chairman, Chief Executive Officer and President
9 Main Street, P.O.
Box 9
Newport, New Hampshire 03773
(603) 863-0886
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Richard A. Schaberg, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Security
(1)
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Proposed
Maximum
Aggregate
Offering Price
(1)
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Amount of
Registration Fee
(2)
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Common Stock, $0.01 par value
(3)
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500,000
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$12.58
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$6,290,000
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$857.96
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(1)
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The amount is based on the average of the high and low prices of the registrant’s common stock on the NASDAQ Global Market on November 30, 2012, and is used
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
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(2)
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Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $136.40 per $1,000,000 of the proposed maximum aggregate offering price.
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(3)
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The shares may be sold, from time to time, by the registrant, pursuant to the registrant’s Dividend Reinvestment and Stock Purchase Plan (the “Plan”).
This registration statement shall also cover any additional shares of common stock that become issuable under the Plan by reason of any stock dividend or stock split or as the result of other antidilution provisions, pursuant to Rule 416 of the
Securities Act.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any
state where this offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED DECEMBER 7, 2012
PROSPECTUS
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
500,000 Shares of Common Stock
New Hampshire
Thrift Bancshares, Inc. (also referred to in this prospectus as “we,” “us,” “our” or the “Company”) is amending and restating its current dividend reinvestment and stock purchase plan to make certain
changes to the terms of the plan. The Plan provides a convenient and economical means for new investors to make an initial investment in shares of the Company’s common stock and for existing investors to increase their holdings of our
common stock.
If you already participate in the Company’s current dividend reinvestment and stock purchase plan, you are not required to take any action whatsoever to maintain your continuing participation in the Plan.
As a participant in the Plan you can:
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make initial investments in our common stock through a convenient, cost-free method;
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build your investment over time by making optional cash investments; or
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reinvest all or some of your cash dividends in our common stock.
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This prospectus describes and constitutes the Company’s Dividend Reinvestment and Stock Purchase Plan (the “Plan”). This
prospectus relates to 500,000 shares of our common stock offered for purchase under the Plan. Our shares are listed for trading on the NASDAQ Global Market under the trading symbol “NHTB.”
Your participation in the Plan is entirely voluntary, and you may terminate your participation at any time. If you do not elect to
reinvest all or some of your cash dividends in the Plan, you will continue to receive cash dividends, if and when declared by our Board of Directors, in the usual manner.
We have appointed Registrar and Transfer Company to serve as the administrator of the Plan (the “plan administrator”). You may enroll in the Plan by obtaining an Account Authorization Form from
the plan administrator and returning the completed form to the plan administrator.
Our common stock is traded on the NASDAQ
Global Market under the symbol “NHTB.” On December 5, 2012, the last sale price of our common stock as reported on the NASDAQ Global Market was $12.55 per share. On such date, the aggregate market value of our outstanding common stock held
by non-affiliates was approximately $66.3 million, which was calculated based on 5,902,402 shares of our common stock, of which approximately 616,940 shares were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event
will we sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period so long as our market value remains below $75.0
million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the 12 calendar months prior to and including the date of this prospectus.
Investing in our securities involves risks. See “
Risk Factors
” beginning on page 4 of this
prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is not an offer to sell securities, nor is it a solicitation of an offer to buy securities, in any state or country where the offer or sale is not permitted.
The securities to which this prospectus relates are not deposits or obligations of a bank or savings association and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The Plan
is only available to residents of the United States. Investors residing outside of the United States may generally invest in the Company by contacting a broker.
The date of this prospectus is December , 2012.
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference in this prospectus. We
have not authorized anyone to provide you with different or additional information from that contained in this prospectus or to make representations as to matters not stated in this prospectus. We and the selling stockholders are offering to sell,
and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted or legal. You should not assume that the information contained in this prospectus and the documents incorporated by reference herein is
accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, liquidity, results of operations and prospects may have changed
since those dates.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”),
relating to the shares of our common stock offered under the Plan. This prospectus does not contain all of the information set forth in the registration statement. The registration statement containing this prospectus, including exhibits to the
registration statement, provides additional information about the Company, the Plan, and the securities offered.
You should
read this prospectus together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in “Where You Can Find More
Information” and “Incorporation of Certain Documents by Reference” below. Information incorporated by reference after the date of this prospectus may add, update or change information contained in this prospectus.
As used in this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our” and
“the Company” mean, collectively, New Hampshire Thrift Bancshares, Inc. and its subsidiaries and their predecessors.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3, including exhibits, schedules and amendments filed with the registration
statement, of which this prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be offered by this prospectus. This prospectus is a part of that registration
statement, but does not contain all of the information in the registration statement. We have omitted parts of the registration statement in accordance with the rules and regulations of the SEC. For further information with respect to our Company
and the securities that may be offered by this prospectus, reference is made to the registration statement, including the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all
respects by the exhibit to which the reference relates.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The registration statement, including the exhibits and
schedules to the registration statement and the reports, statements or other information we file with the SEC, may be examined and copied at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, DC 20549. Information about the
operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0300. Our SEC filings, including the registration statement, are also available to you on the SEC’s website (www.sec.gov), which contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC. We maintain a website at www.lakesunbank.com. Except as expressly stated herein, information contained on our website does not constitute a part
of this prospectus and is not incorporated by reference herein.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
SEC rules allow us to incorporate information into this prospectus by reference, which means that we disclose important information to
you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except to the extent superseded by information contained herein or by information contained in
documents filed with or furnished to the SEC after the date of this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC (except for portions of such reports which were
deemed to be furnished and not filed):
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our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 23, 2012;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, filed with the SEC on
May 15, 2012, August 14, 2012 and November 13, 2012, respectively;
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our Current Reports on Form 8-K filed with the SEC on January 9, 2012, January 30, 2012, February 13,
2012, February 16, 2012, March 13, 2012, May 15, 2012, August 7, 2012 and August 14, 2012; and
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the description of our capital stock contained in our Registration Statement on Form 8-A filed with the SEC on August 3, 1999, and all amendments
or reports filed with the SEC for the purpose of updating such description.
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All documents and reports filed
by us subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents or reports (in each case, other than those documents or portions thereof which are
deemed to be furnished and not filed). 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 or is 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.
You may obtain copies of these documents,
other than exhibits, free of charge by contacting Laura Jacobi, Corporate Secretary, at our principal office, which is located at 9 Main Street, Newport, New Hampshire 03773, or by telephone at (603) 865-6029.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it, may contain “forward-looking statements” within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We intend our forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements
regarding our expected financial position and operating results, our business strategy, forecasted demographic and economic trends relating to our industry and similar matters are forward-looking statements. These statements can sometimes be
identified by our use of forward-looking words such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue,” or the negative of these terms or other comparable terminology.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those
discussed in the forward-looking statements include, but are not limited to:
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local, regional, national and international economic conditions and the impact they may have on us and our customers and our assessment of that impact;
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volatility and disruption in national and international financial markets;
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changes in the level of non-performing assets and charge-offs;
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changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;
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adverse conditions in the securities markets that lead to impairment in the value of securities in our investment portfolio;
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inflation, interest rate, securities market and monetary fluctuations;
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the timely development and acceptance of new products and services and perceived overall value of these products and services by users;
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changes in consumer spending, borrowings and savings habits;
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the ability to increase market share and control expenses;
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changes in the competitive environment among banks, financial holding companies and other financial service providers;
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the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which we and
our subsidiaries must comply, including under the Dodd-Frank Wall Street Reform and Consumer Protection Act;
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the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting
Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;
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the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries
and the results of regulatory examinations or reviews; and
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our success at managing the risks involved in the foregoing items.
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Forward-looking statements speak only as of the date on which such statements are made. We undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.
RISK FACTORS
Investing in our common stock
involves a high degree of risk. Before purchasing the common stock offered by this prospectus you should carefully consider the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended
December 31, 2011, as updated by our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find
More Information” and “Incorporation of Certain Documents By Reference.” Additional risks not presently known, or that are currently deemed immaterial, could also materially and adversely affect our financial condition, results of
operations, business and prospects.
ABOUT NEW HAMPSHIRE THRIFT BANCSHARES, INC.
New Hampshire Thrift Bancshares, Inc., a Delaware holding company organized on July 5, 1989, is the parent company of Lake Sunapee
Bank, fsb (the “Bank”), a federally chartered savings bank. The Bank was originally chartered by the State of New Hampshire in 1868 as the Newport Savings Bank. The Bank became a member of the Federal Deposit Insurance Corporation
(“FDIC”) in 1959 and a member of the Federal Home Loan Bank of Boston in 1978. On December 1, 1980, the Bank was the first bank in the United States to convert from a state-chartered mutual savings bank to a federally-chartered mutual
savings bank. In 1981, the Bank changed its name to “Lake Sunapee Savings Bank, fsb” and in 1994, refined its name to “Lake Sunapee Bank, fsb.” The Bank’s deposits are insured by the Deposit Insurance Fund of the FDIC.
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Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”), enacted on July 21, 2010, the Office of Thrift Supervision was abolished as of July 21, 2011, and its powers and duties transferred to the Office of the Comptroller of the Currency (“OCC”) as to
savings banks and other thrifts, and to the Federal Reserve Board as to the holding companies of thrifts. Therefore, the Company is now regulated by the Federal Reserve Board, and the Bank is regulated by the OCC.
Our profitability is derived primarily from the Bank. The Bank’s earnings in turn are generated from the net income from the
earnings on its loan and investment portfolios less the cost of its deposit accounts and borrowings. These core revenues are supplemented by gains on sales of loans originated for sale, retail banking service fees, gains on the sale of investment
securities and brokerage fees. The Bank passes on its earnings to us to the extent allowed by OCC regulations.
The Bank is a
thrift institution established for the purposes of providing the public with a convenient and safe place to invest funds, for the financing of housing, consumer-oriented products and commercial loans, and for providing a variety of other
consumer-oriented financial services. The Bank is a full-service community institution promoting the ideals of thrift, security, home ownership and financial independence for its customers. The Bank’s operations are conducted from its home
office located in Newport, New Hampshire and its branch offices located in Sunapee, Newbury, New London, Bradford, Grantham, Guild, Lebanon, West Lebanon, Hillsboro, Peterborough, Andover, Claremont, Enfield, and Milford, New Hampshire, and Brandon,
Pittsford, Rutland, West Rutland, and Woodstock, Vermont.
The Bank has three subsidiaries, Lake Sunapee Financial Services
Corporation, which offers brokerage services, Lake Sunapee Group, Inc., which owns and maintains all buildings and investment properties, and McCrillis & Eldredge Insurance, Inc., a full-line independent insurance agency that offers a
complete range of commercial insurance services and consumer products, including life, health, auto, and homeowner insurances.
Our principal executive offices are located at 9 Main Street, Newport, New Hampshire 03773, and our telephone number at that address is
(603) 863-0886. We maintain a website at www.lakesunbank.com. Except as expressly stated herein, information contained on our website does not constitute a part of this prospectus and is not incorporated by reference herein.
USE OF PROCEEDS
We will receive proceeds from the sale of common stock that the plan administrator purchases directly from us. We will not receive proceeds from the sale of common stock that the plan administrator
purchases in the open market or in privately negotiated transactions. We intend to use the net proceeds from our sale of common stock that the plan administrator purchases directly from us to fund our business operations and for general corporate
purposes. We cannot estimate either the number of shares of common stock or the prices of the shares that we will sell in connection with the plan.
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ABOUT THE PLAN
General
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What is the purpose of the Plan?
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The purpose of the Plan is to provide a convenient and economical means for new investors to make an initial investment in shares of the Company’s common stock and for existing investors to increase
their holdings of our common stock. Participants can purchase our common stock with optional cash investments and cash dividends.
The Plan also provides us with an economical and flexible mechanism to raise additional capital for general corporate purposes through the sale of our common stock.
Features
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What features does the Plan offer?
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Initial investment/Enrollment.
If you are not currently a stockholder, you can make an initial investment in our common stock, starting with as
little as $50.
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Optional cash investments.
If you are currently a stockholder, you can increase your holdings of our common stock through optional cash
investments of $50 or more. You can make optional cash investments by check or by authorizing automatic monthly deductions from your bank account.
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Automatic dividend reinvestment.
You can also increase your holdings of our common stock through automatic reinvestment of your cash dividends.
Automatic dividend reinvestments may be subject to a purchase discount as described in Question 15 below. You can elect all or a percentage of your dividends to be reinvested.
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Share safekeeping.
You can deposit your common stock certificates for safekeeping by the plan administrator.
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Advantages and Disadvantages
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3.
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What are the advantages of the Plan?
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Initial investments, optional cash investments and dividends can be fully invested in additional shares of our common stock because the Plan permits
fractional shares to be credited to your accounts. Dividends on fractional shares may also be reinvested in additional shares.
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We will pay the trading fees or brokerage commissions associated with the initial and optional cash investments and dividend reinvestments.
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You may make initial and optional cash investments in our common stock. The minimum purchase amount is $50 and the maximum purchase amount is $100,000
per year.
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If you are already a stockholder, you can consolidate all your holdings of our common stock into a single account. You can deposit your stock
certificates into your plan account or, if you hold shares with a broker, you can transfer those shares into your own name and deposit them into your plan account. There is a $5 fee for each deposit into safekeeping.
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You may request the sale of some or all of your shares through the plan administrator at any time. Participants will be charged a $15 fee for each sale
and will pay a pro rata portion of any brokerage fees incurred.
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If you prefer to have complete control over the timing and price at which you sell shares held in the Plan, you may withdraw your shares from the Plan
and sell them through a broker of your choice. Participants will be charged a $10 fee for each withdrawal request.
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You will avoid the inconvenience and expense of recordkeeping through the free reporting provisions of the Plan.
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4.
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What are the disadvantages of the Plan?
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Because the prices at which shares are purchased are determined as of specified dates or as of dates otherwise beyond your control, you may lose some
advantages otherwise available to you in being able to select the timing of your investments. For example, because the price charged to you for shares purchased on the open market is the weighted average purchase price paid by the plan administrator
to obtain shares for all participants who acquire shares through the Plan on the same day, you may pay a higher price for shares purchased under the Plan than for shares purchased on the investment date outside of the Plan.
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We will not pay interest on funds we hold pending investment.
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Your reinvestment of cash dividends will result in you being treated for federal income tax purposes as having received a dividend on the dividend
payment date. The dividend may give rise to a liability for the payment of income tax without providing you with immediate cash to pay the tax when it becomes due.
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Sales of shares for participants are irrevocable and will be made at market prices at the time of sale. You will not be able to control the timing of
such sales or to place “limit orders” specifying the prices at which you are willing to sell your shares.
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To sell your shares through a broker of your choice, you must first arrange to obtain a physical stock certificate from the plan administrator and have
the certificate delivered to you, or ask your broker to initiate an electronic transfer request to have the plan administrator transfer shares held for you in the Plan directly to your broker. The plan administrator will promptly process your
instructions, but you should leave ample time for preparation and receipt of your stock certificate.
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You may not pledge shares of common stock deposited in your plan account unless you withdraw the shares from the Plan.
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If you direct the Plan to sell less than all of your shares of common stock held by the Plan, you will not be able to specifically identify which
shares are sold for purposes of determining whether the sale results in short-term or long-term gain or loss for income tax purposes.
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Administration
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Who is the plan administrator?
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The plan administrator is Registrar and Transfer Company, a corporation independent of and not affiliated with us. The plan administrator keeps records, sends statements of account to participants, and
performs other duties related to the Plan. Shares purchased through the Plan or deposited into safekeeping will be registered in the name of the plan administrator or its nominee as agent for participants in the Plan. See Question 35 for additional
information regarding the responsibilities of the plan administrator.
All inquiries and communications regarding the Plan
should include your account number and should be directed to the plan administrator at:
Registrar and Transfer Company
Attention: Dividend Reinvestment Department
10 Commerce Drive
Cranford, NJ 07016
Telephone: 1-800-368-5948
Website:
www.rtco.com
We may replace the plan administrator at any time.
The plan administrator may resign at any time. In either case, we will appoint a successor plan administrator and will notify you of the change.
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Enrollment
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How do I enroll if I am a Company stockholder?
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If you are a Company stockholder of record – that is, your shares are registered in your name, not your broker’s or bank’s name – you can enroll by completing and returning an Account
Authorization Form to the plan administrator at the address provided in Question 5. Account Authorization Forms may be obtained at any time by contacting us or the plan administrator, or you can download the form by going to the plan
administrator’s website at www.rtco.com.
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How do I enroll if I am not currently a Company stockholder?
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If you do not currently have any Company common stock registered in your name, you can enroll by completing and returning an Account Authorization Form to the plan administrator. When you enroll, you will
be required to make an initial investment of at least $50. If making your initial investment by check, the check for your initial investment should be made payable to Registrar and Transfer Company in U.S. currency drawn on a U.S. bank.
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How do I enroll if my shares are held other than in my name?
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If your Company shares are registered in the name of a bank, broker or other nominee, simply arrange for the bank, broker or other nominee to register in your name the number of shares of our common stock
that you want to include in the Plan. You can then enroll as a shareholder of record, as described in Question 6 above. Alternatively, if you do not want to re-register your shares, you can enroll in the Plan in the same way as someone who is not
currently a stockholder of the Company as described in Question 7 above. This will create a registered account in addition to your brokerage/bank account.
Optional Cash Investments
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9.
|
What are my options for optional cash investments?
|
You may make optional cash investments to purchase additional shares of common stock under the Plan at any time by sending to the plan administrator an executed Account Authorization Form, or the form
provided as part of your quarterly account statement, either accompanied by your cash payment or with the “Automatic Withdrawal Authorization” portion completed. You may elect to make optional cash investments at any time or from time to
time, and there is no requirement to make them each month. Optional cash investments may be made by sending a personal check, drawn in U.S. currency on a U.S. bank payable to Registrar and Transfer Company in an amount of at least $50 or, if you
have authorized automatic withdrawals, through such withdrawals from your designated bank account. Your investments through the Plan may not exceed $100,000 per year, including any purchases in connection with your enrollment in the Plan.
Optional cash investments received by the plan administrator at least five business days before an
investment date (see Question 14) will be invested during that purchase period. If you have authorized automatic withdrawals under the Plan, the plan administrator will withdraw the funds pursuant to your authorization on the 10
th
day of the month or, if such day is not a business day, on the next
business day. A request to return any cash investment will be honored if the request is received by the Plan Administrator at least 48 hours prior to investment.
Your optional cash investments may be commingled by the plan administrator with dividends and with other participants’ cash purchases for the purpose of buying shares of common stock. You cannot
specify the prices or timing of purchases, nor can you make any other limitations on the purchase of shares other than those specified herein. No interest will be paid on optional cash purchases pending investment.
8
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10.
|
How are payments with “insufficient funds” handled?
|
If an optional cash payment is made by a check or automatic withdrawal drawn on an account with insufficient funds or incorrect draft information, or the plan administrator otherwise does not receive the
money, the requested purchase will be deemed void, the plan administrator will immediately remove from your account any shares already purchased upon the prior credit of such funds, and the plan administrator will charge you an insufficient funds
fee (currently $25). The plan administrator may, at its discretion, sell such shares to satisfy any uncollected amounts, including the insufficient funds fee, or return such shares to the Company. If the net proceeds from any sale of such shares are
insufficient to satisfy the balance due, including the insufficient funds fee, the plan administrator may sell additional shares from your account as necessary to satisfy the uncollected balance.
Dividend Reinvestment
|
11.
|
How does the dividend reinvestment process work?
|
As a participant in the Plan, you have three options regarding the cash dividends paid on your common stock:
|
|
•
|
|
Full dividend reinvestment
. If you select this option, all of the cash dividends paid on your shares of common stock of which you are the owner
of record will automatically be reinvested to purchase additional shares of our common stock.
|
|
|
•
|
|
Partial dividend reinvestment
. You may elect the “Partial Dividend Reinvestment” option on your Account Authorization Form by
selecting the percentage (from 10% to 90%, in increments of 10%) of the total number of shares registered in your name and held in your Plan account with respect to which you want cash dividends reinvested. The plan administrator will reinvest in
additional shares of common stock all cash dividends paid on the specified percentage of shares, and you will receive cash for the dividends on the remaining shares.
|
|
|
•
|
|
No dividend reinvestment
. If you select this option, all of your dividends will be paid to you in cash. You may choose to have your cash
dividends directly deposited into your designated checking or savings account or sent to you by check.
|
You
may change your reinvestment option at any time by contacting the plan administrator or sending a new Account Authorization Form to the plan administrator at the address provided in Question 5. Notices received at least five business days prior to a
dividend record date will be effective for that cash dividend. Notices received less than five business days or after a dividend record date will not be effective until after that cash dividend is paid.
|
12.
|
When will the reinvestment of my dividends begin?
|
If the plan administrator receives an Account Authorization Form specifying reinvestment of cash dividends at least five business days before a dividend record date, reinvestment will commence with the
following dividend payment. If the Account Authorization Form is received after a dividend record date, the reinvestment of cash dividends through the Plan will begin with the next cash dividend payment following the next record date.
Purchases of Shares
|
13.
|
What is the source of the common stock that may be purchased through the Plan?
|
At our discretion, share purchases will be made on the open market or directly from the Company. Shares purchased from the Company may
come from our authorized but unissued shares or from our treasury shares. Share purchases on the open market may be made on any stock exchange where our common stock is traded or through negotiated transactions, on such terms as the plan
administrator determines. Shares purchased on the open market will be purchased by the plan administrator as agent for participants under the Plan through an unaffiliated, registered broker-dealer. Neither we nor you will have any authority to
direct the date, time or price at which shares may be purchased by the plan administrator. No interest will be paid on funds held by the plan administrator or its broker pending investment.
9
|
14.
|
When and how will shares be purchased under the Plan?
|
Purchases under the Plan will be made monthly on each “investment date,” which will be either: (i) the payment date of a particular dividend if that day is a trading day, or the first
trading day following a dividend payment date if the payment date is not a trading day or (ii) on or about the last business day of every calendar month. Initial and optional cash investments must be received by the plan administrator at least
three business days prior to the investment date. Checks or other drafts must clear prior to the investment date on which the investment is to be made. Participants should allow sufficient time for checks and drafts to clear.
You will become the owner of the shares purchased for you through the Plan on the date the shares are settled (credited to the account of
the plan administrator at the registered broker-dealer for the benefit of Plan participants). Shares will be posted to your account in whole and fractional shares, computed to four decimal places. A confirmation of your transaction will be sent via
a paper statement to the postal address you supplied during enrollment in the Plan.
In the unlikely event that, due to
unusual market conditions, the plan administrator is unable to invest the funds within 30 calendar days of the investment date, the plan administrator will return the funds to you by check. No interest will be paid on funds held by the plan
administrator or its broker pending investment.
The plan administrator may make purchases of common stock on the open market
over one or more trading days. For a number of reasons, including observance of the rules and regulations of the Securities and Exchange Commission requiring temporary curtailment or suspension of purchases, it is possible that the whole amount of
funds available in a participant’s account might not be applied to the purchase of shares on or before the next ensuing investment date. Neither the Company nor the plan administrator shall be liable to any stockholder when these types of
conditions prevent the purchase of shares or interfere with the timing of purchases.
|
15.
|
At what price will shares of common stock be purchased through the Plan?
|
|
|
•
|
|
Initial and optional cash purchases
. The price at which the plan administrator will be deemed to have acquired such shares for a Plan
participant’s account will be the weighted average purchase price of all the shares purchased by the plan administrator with the initial and optional cash investments on the investment date. Share purchases on the open market may be made on any
stock exchange where our common stock is traded or through negotiated transactions. For shares purchased directly from the Company, the purchase price will be the average of the high and low sales prices of our common stock on the NASDAQ Stock
Exchange for that investment date.
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|
|
•
|
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Dividend reinvestments
. The price of shares purchased by the plan administrator on the open market will be the actual price paid less the
Dividend Reinvestment Discount (as described below). The price of shares purchased by the plan administrator from the Company with reinvested cash dividends will be the average of the high and low sales prices of our common stock on the NASDAQ Stock
Exchange for that investment date less the Dividend Reinvestment Discount.
|
The Dividend Reinvestment
Discount as of the date of the Prospectus, has been set at 5% and is subject to change at the sole discretion of the Company. The Dividend Reinvestment Discount may be increased, decreased or eliminated upon not less than 30 days prior notice to the
Plan participants.
Your cash purchases may be commingled by the plan administrator with dividends and with other
participants’ cash purchases for the purpose of buying shares of common stock. You cannot specify the prices or timing of purchases, nor can you make any other limitations on the purchase of shares other than those specified herein. No interest
will be paid on optional cash purchases pending investment.
|
16.
|
How many shares will be purchased for me?
|
The number of shares of common stock to be purchased for you will depend on the amount of your initial investment (if any), the amount of cash dividends being reinvested (if any), the amount of your
optional cash
10
investments (if any) and the purchase price per share for the applicable investment date. Your account will be credited with that number of whole shares and fractional interests (computed to the
fourth decimal place) equal to the total amount to be invested divided by the purchase price, as determined in the manner set forth in Question 15.
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17.
|
Who holds the shares purchased through the Plan?
|
The plan administrator will hold all shares of common stock purchased through the Plan, whether with reinvested dividends or optional cash investments. Dividends on these shares will be reinvested
automatically.
Sale of Plan Shares
|
18.
|
How can I sell the shares of common stock that are held in my plan account?
|
You may request at any time that the plan administrator sell all or a specified number of the shares held in your plan account. To sell
shares, you may (a) complete and return to the plan administrator the form included as part of your quarterly account statement, (b) send the plan administrator a letter of instruction, or (c) complete the transaction via the internet
by logging in to your account at the plan administrator’s website at www.rtco.com. If you previously have not established an online account with the plan administrator, you may do so by following the instructions for online access at
www.rtco.com. If you use the form included as part of your quarterly account statement or send a letter of instruction to complete your sale, all participants whose names appear on your plan account registration must sign the request. The plan
administrator will sell the number of shares you specify through a broker engaged for that purpose within 10 business days following its receipt of your signed request or as soon as otherwise practicable. If the plan administrator receives your
written instruction less than five business days prior to a cash dividend record date, that cash dividend will be reinvested for your account and the sale request will be processed as soon as practicable thereafter.
If the proceeds from your requested sale transaction will be $10,000 or higher, the plan administrator requires your request to include a
medallion signature guarantee. A medallion signature guarantee is a special signature guarantee used in connection with the transfer of securities. This requirement protects you by preventing unauthorized transfers from your plan account. Certain
banks and other financial institutions provide this guarantee service. But, different institutions have different policies as to what type of identification they require to issue the guarantee and whether they charge a fee for such service. You
should contact your local banking institution to determine whether they will issue to you a medallion signature guarantee and their applicable policies and fees.
If you request that the plan administrator arrange for the sale of your shares, you will be charged a fee of $15.00 plus brokerage commissions, if any, charged by the broker-dealer selected by the Plan
Administrator. You will receive the proceeds of the sale of your common stock, less any brokerage charges, administrative fees, transfer taxes, and other costs of sale, and any required federal tax withholding, if applicable.
The ability to sell shares through the Plan is intended to be a convenience to Plan participants. If you find it more convenient or
economical to sell shares through a broker of your choice, you may take your account statement to your broker who can assist you with the transaction.
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19.
|
How and at what price will my shares be sold?
|
Shares sold through the Plan will normally be sold on the NASDAQ Stock Exchange at the price prevailing in the market at the time of sale. In the event that the plan administrator elects to purchase such
shares as agent for the Plan, the price for the shares will be the average of the high and low sales prices on the NASDAQ Stock Exchange on the sale date.
Proceeds from the sale of the shares, less the plan administrator transaction fee and any related brokerage commissions, fees and transfer taxes, will be mailed to you as soon as practicable following the
sale. Payment will be made by check payable to the name or names in which the plan account is registered.
11
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20.
|
Do I have any control over the timing or pricing if I request the sale of the shares held in my plan account?
|
Because the plan administrator will sell the shares of common stock on behalf of the Plan, neither the Company nor any participant in the
Plan has the authority or power to control the timing or pricing of shares sold or the selection of the broker making the sales. Therefore, you will not be able to precisely time your sales through the Plan, and will bear the market risk associated
with fluctuation in the price of the common stock. That is, if you send in a request to sell shares of common stock, it is possible that the market price of the common stock could go down or up before the broker sells your shares.
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21.
|
If I request the sale of the shares held in my plan account, when will they be sold?
|
If you request the sale of shares held by the Plan for you, the plan administrator will sell such shares as your agent within 10 business
days after receipt of written instructions from you to such effect or as soon as otherwise practicable. If the plan administrator receives your written instruction less than five business days prior to a cash dividend record date, that cash dividend
will be reinvested for your account and the sale request will be processed as soon as practicable thereafter.
Payment will be
made by check and mailed to you as soon as practicable after completion of the sale.
There can be no assurances with respect
to the ability of the plan administrator to sell your shares or the price, timing, or terms on which a sale may be made. The Company and the plan administrator have no obligation under the Plan, and assume no responsibility, to purchase full shares
credited to your plan account if the plan administrator cannot sell such shares.
Dividends
|
22.
|
Will participants be credited with dividends on shares held in their plan accounts?
|
Yes. The Company pays dividends, when, as and if declared, to the record holders of all its shares of common stock. As the record holder
for participants, the plan administrator will receive dividends on all shares held in the Plan on the dividend record date. The plan administrator will credit those dividends to participants on the basis of full and fractional shares held in their
plan accounts as of the dividend record date. The plan administrator will either reinvest those dividends in additional shares or pay them to you in cash, depending on whether you have elected full dividend reinvestment, partial dividend
reinvestment or to receive the cash dividends on the shares in your plan account.
Expenses
|
23.
|
Are there any expenses to participants in connection with purchases through the Plan?
|
As of the date of this prospectus, the costs of administering the Plan will be paid by the Company including all fees and brokerage
commissions relating to dividend reinvestment and optional cash purchases. The following are the fees and other expenses charged by the plan administrator to participants of the Plan:
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|
•
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Certificate Deposit:
A $5 fee per deposit of one or more certificates.
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•
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Sale of Shares Held in the Plan:
$15 per sale plus applicable brokerage commissions, if any.
|
|
|
•
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|
Withdrawal of Shares Held in the Plan:
$10 per withdrawal.
|
|
|
•
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Returned Check for Insufficient Funds:
$25 per check.
|
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|
•
|
|
Duplicate Statements:
$5 per request for current year statements; $10 per request for prior years statements.
|
|
|
•
|
|
Certificate Issuance:
$10 per certificate.
|
The Company has no current intentions of assessing charges to participants; however, the costs of administering the Plan may be passed on to the participants in the form of service charges upon not less
than 30 days prior notice to participants.
12
Reports to Participants
|
24.
|
What reports will be sent to participants in the Plan?
|
As soon as practicable after each investment, you will receive a statement showing account information, including amounts invested, the purchase and/or sale prices, and the number of shares purchased
and/or sold. This statement will provide a record of purchases and sales transacted on your behalf under the Plan and should be retained for income tax purposes.
As a Plan participant, you will receive copies of all communications sent to all stockholders generally, including the Company’s annual report to stockholders, notice of annual meeting and proxy
statement, and income tax information for reporting dividends paid.
Depositing and Receiving Certificates
|
25.
|
Will certificates be issued for shares of common stock purchased through the Plan?
|
No. Shares will be held in your plan account in book-entry form. This convenience protects against loss, theft or destruction of your
stock certificates. Certificates for shares of the Company’s common stock purchased under the Plan will be issued to you only upon written request signed by all participants whose names appear on your plan account. The plan administrator will
charge a certificate issuance fee (currently $10 per certificate) in connection with each issued stock certificate.
As soon
as practicable after receipt of your written request and your payment of the related fee, the plan administrator will issue certificates for any number of whole shares of common stock, up to the total number of whole shares then credited to your
plan account. The form for requesting a certificate is included as a part of each quarterly account statement or may be obtained from the plan administrator. Any remaining whole shares and fractional interests in shares will continue to be credited
to your plan account. If you have elected dividend reinvestment for those remaining shares, cash dividends paid on those shares will continue to be reinvested for you, and the additional shares purchased with your reinvested dividends will
be credited to your plan account. If you leave less than one whole share of common stock in your plan account, the plan administrator will liquidate your fractional share and send you a check for the proceeds.
|
26.
|
How can I arrange for my stock certificate(s) to be held in safekeeping by the plan administrator?
|
If you wish to submit your stock certificate(s) to the plan administrator for safekeeping, you should mail them by certified or registered
mail to the plan administrator with a letter requesting that they be credited to your plan account. You should insure the certificate(s) for 2% of the current market value when mailing the certificates. This is the amount that is usually charged for
surety protection should your certificate(s) be lost in the mail.
A service fee of $5 is charged by the plan administrator
for the deposit of one or more certificates. A check for $5 made payable to the plan administrator must accompany the request.
Termination of Participation
|
27.
|
When and how may I close my plan account?
|
Participation in the Plan is entirely voluntary, and you may close your plan account at any time by using the form included with your quarterly account statement. As with all other requests regarding the
Plan, all participants whose names appear on the account registration must sign the request to close the account.
Termination
requests must be received by the plan administrator one day prior to the record date to be effective as to the next cash dividend. Any such notice received on or after a dividend record date shall not be effective until dividends paid for such
record date have been credited to the participant’s account. In addition, termination requests of participants making optional cash investments by automatic withdrawal from a bank account must be received by the plan administrator at least 15
business days prior to the scheduled investment date to ensure that the request is effective as to the next optional cash investment.
13
Upon termination of a participant’s participation in the Plan, unless the participant
has requested on the form included with the quarterly account statement that some or all Plan shares be sold, the plan administrator will send the participant a certificate representing the number of full shares in the participant’s plan
account and a check, minus any commissions and fees, in the amount of the market value of any fractional share. If a participant so requests on the form included with the quarterly account statement, the plan administrator will sell some or all Plan
shares on behalf of the participant.
|
28.
|
What happens to my shares if I close my Plan Account?
|
Upon receipt by the plan administrator of your signed written request to close your plan account, the plan administrator will send you a certificate for the number of whole shares then credited to your
plan account. The plan administrator will charge a certificate issuance fee (currently $10 per certificate) in connection with each issued stock certificate.
The plan administrator will liquidate any fractional share in your plan account by aggregating it with shares being sold on behalf of other Plan participants and selling the resulting whole shares on the
open market and will send you a check for your share of the proceeds, less any related brokerage commissions, fees and transfer taxes. Once you close your plan account, all future cash dividends paid on shares of common stock registered in your name
will be paid to you in cash.
If you so request, the plan administrator will sell all or some of the shares in your plan
account on the open market and pay you the proceeds, less any brokerage commissions, fees, transfer taxes and plan administrator charges. The procedure for requesting sales of shares is explained in Questions 18 through 21 above.
|
29.
|
May I discontinue dividend reinvestment without closing my plan account?
|
Yes. You may discontinue the reinvestment of your cash dividends on any or all of your shares of common stock at any time without closing your plan account by filling out an Account Election Form.
|
30.
|
What happens if I sell or transfer all of my shares?
|
If you dispose of all shares of common stock registered in your name (that is, held outside the Plan), the plan administrator will, unless otherwise instructed, continue to reinvest the dividends on the
shares credited to your plan account as long as there is at least one full share in your account. If there is less than one full share in your plan account, the plan administrator will liquidate the fractional share as described in Question 28 and
will send you a check for the proceeds, and the account will be closed.
Tax Information
|
31.
|
What are the federal income tax consequences of my participating in the Plan?
|
The following is a brief summary of the material federal income tax considerations applicable to the Plan, is for general information
only, and does not constitute tax advice. This discussion does not purport to deal with all aspects of taxation that may be relevant to you in light of your personal investment circumstances or to certain types of investors who are subject to
special treatment under the Federal income tax laws (including insurance companies, partnerships, tax-exempt organizations, financial institutions or broker dealers, foreign corporations, and persons who are not citizens or residents of the United
States). You are encouraged to consult your personal tax advisor as to all federal, state, local, foreign and other tax implications of your participation in the Plan, including in connection with the reinvestment of dividends and purchase of shares
under the plan, your tax basis and holding period for shares acquired under the plan and the character, amount and tax treatment of any gain or loss realized on the disposition of shares.
In general, you will recognize dividend income on any dividends payable on shares of common stock that you own. The reinvestment of
dividends does not relieve you of any income tax which may be payable on such dividends.
When your dividends are reinvested
to acquire shares (including any fractional share) directly from us, you will generally be treated as having received a taxable dividend distribution in an amount equal to the fair market value
14
of our common stock purchased for your account under the dividend reinvestment program with those dividends. We intend to treat the fair market value of the common stock acquired directly from us
as equal to the average of the high and low sales prices of our common stock on the NASDAQ Stock Exchange on the dividend payment date, notwithstanding any Dividend Reinvestment Discount you may receive.
When your dividends are reinvested to acquire shares (including any fractional share) purchased in market transactions, you will
generally be treated as having received a taxable dividend equal to the amount of cash dividends used to make those purchases, notwithstanding any Dividend Reinvestment Discount you may receive, plus the amount of any brokerage fees paid by us in
connection with those purchases.
If you participate in the initial or optional cash investment features of the Plan, you will
be treated for federal income tax purposes as having received a distribution from us with respect to the shares equal to the fair market value on the purchase date of shares less the amount paid by you for such shares (plus any applicable brokerage
fees paid by us in connection with those purchases). Because the purchase price of shares acquired in connection with the initial or optional cash investment features of the Plan will equal the fair market value of the shares of the common stock
purchased, these purchases will not create a distribution for federal income tax purposes other than with respect to any brokerage fees paid by us in connection with those purchases.
The shares you receive under the dividend reinvestment program will have a tax basis equal to the amount of distributions you are treated
as receiving (including any brokerage fees paid by us in connection with the purchases) as described above. Shares acquired through the stock purchase program under the plan should have a tax basis equal to the price actually paid by you for such
shares plus any additional amounts that are includible in your taxable income as a result of any brokerage commissions paid by us. Your holding period for shares acquired pursuant to either program under the Plan will begin on the day following the
applicable purchase date.
The distributions you receive under the Plan will be taxable as dividends to the extent of our
current or accumulated earnings and profits. Any such dividend may be considered a “qualified dividend” provided that certain minimum holding period requirements are satisfied. Qualified dividend income received in taxable years beginning
before January 1, 2011, by certain non-corporate U.S. holders, including individuals, generally will be subject to reduced rates of taxation. To the extent the distributions are in excess of our current or accumulated earnings and profits, the
excess portion will be treated first as a tax-free return of capital, reducing the tax basis in your shares, and to the extent in excess of your tax basis will be taxable as gain realized from the sale of your shares. Some corporate stockholders may
be entitled to a dividends received deduction with respect to amounts treated as ordinary dividend income.
You will not
realize any taxable income upon receipt of certificates for whole shares credited to your account, either upon your request for certain of those shares or upon termination of participation in the Plan. You will, however, realize gain or loss upon
the sale or exchange of shares acquired under the Plan. You will also realize gain or loss upon receipt, following termination of participation in the Plan, of a cash payment for any fractional share equivalent credited to your account. The amount
of any such gain or loss will be the difference between the amount that you received for the shares or fractional share equivalent and the tax basis thereof. Assuming the shares have been held as capital assets, such gain or loss will be capital in
nature. Capital gains of individuals derived with respect to capital assets held for more than one year are generally eligible for reduced rate of taxation. The deductibility of capital losses is subject to limitations.
The plan administrator will report to you for tax purposes the dividends treated as distributed to you as described above. Such
information will also be furnished to the Internal Revenue Service to the extent required by law.
The information in this
section is based on the Internal Revenue Code of 1986, as amended, Treasury Regulations thereunder, current administrative interpretations and practices of the Internal Revenue Service and court decisions, as of the date of this prospectus
supplement. Future legislation, Treasury Regulations, administrative interpretations and practices, or court decisions could significantly change the current law or adversely affect existing interpretations of current law, possibly with retroactive
effect.
15
Other Information
|
32.
|
If the Company has a rights offering, how will rights on the Plan shares be handled?
|
No preemptive rights attach to our common stock. If we, nevertheless, make available to holders of common stock rights or warrants to
purchase additional shares of common stock or other securities, such rights or warrants will be made available to you. This allocation will be based on the number of shares (including any fractional interests to the extent practicable) held for you
in your plan account on the record date established for determining the holders of common stock entitled to such rights or warrants.
|
33.
|
What happens if the Company issues a stock dividend or declares a stock split?
|
Any shares representing stock dividends or stock splits that we distribute on shares of our common stock that you have enrolled in the
Plan and/or that are being held in your plan account will be credited to your plan account.
|
34.
|
How will I be able to vote the shares held in my plan account?
|
Shares held under the Plan will not be voted by the plan administrator. You will receive a proxy indicating the total number of shares of common stock registered in your name and shares of common stock
credited to your plan account, which may be voted by you pursuant to such proxy.
|
35.
|
What are the responsibilities of the Company and the plan administrator under the Plan?
|
Except as described below, the plan administrator has no responsibility with respect to the preparation or the contents of this Plan.
Neither we nor the plan administrator or its nominee(s), in administering the Plan, will be liable for any act done in good faith. Neither we nor the plan administrator will be liable for any good faith omission to act, including, without
limitation, any claims of liability arising out of: (a) failure to terminate a participant’s account upon the participant’s death before the receipt of notice in writing of the death; (b) the prices and times at which shares of
common stock are purchased or sold for the participant’s account or the terms under which such purchases or sales are made; or (c) fluctuations in the market value of our common stock. Neither we nor the plan administrator can assure you
of a profit, or protect you against a loss, from the shares purchased or sold through the Plan. An investment in our common stock is subject to significant market fluctuations, as are all equity investments. We cannot control purchases by the plan
administrator under the Plan and cannot assure you that dividends on our common stock will not be reduced or eliminated in the future.
The plan administrator has no responsibility with respect to the preparation and the contents of this Prospectus.
|
36.
|
Can I pledge shares credited to my account?
|
No. Shares in a plan account may not be pledged or otherwise encumbered unless withdrawn from the account.
|
37.
|
What personal information will I be required to furnish?
|
You must file with the plan administrator, in writing, your post office address, Social Security number and such documents, evidence or other information as the Plan Administrator considers necessary or
desirable for the purpose of administering the Plan. You should file address changes promptly to insure timely receipt of account statements.
|
38.
|
Who interprets the Plan?
|
The Company and the plan administrator reserve the right to interpret the Plan as they deem necessary or desirable. Any such
interpretation or regulation will be final. The Plan, related Plan documentation, and plan accounts will be governed by and construed in accordance with the laws of the State of Delaware.
16
|
39.
|
May the Plan be changed or discontinued?
|
While we currently expect to offer a dividend reinvestment and stock purchase plan indefinitely, we reserve the right to suspend, modify or terminate the Plan at any time. You will receive notification of
any such suspension, material modification or termination. We and the plan administrator also reserve the right to change any administrative procedures of the Plan (including fees and expenses) at any time without notice to you, and any such changes
shall not be deemed material modifications to the Plan. Notwithstanding the foregoing, such amendments to the Plan as may be required from time to time due to changes in, or new rules and regulations under the federal or state securities or other
laws may be made by the plan administrator without prior to notice to each participant.
PLAN OF
DISTRIBUTION
Except to the extent the plan administrator purchases common stock in the open market or in privately
negotiated transactions with third parties, the common stock acquired under the Plan will be sold directly by us through the Plan. The purchase of common stock under the Plan is available to participants without the payment of brokerage commissions
or administrative costs of the Plan. However, should the participant sell any of the
shares acquired under the Plan through a broker or dealer, the Participant will be responsible for payment of any applicable brokerage fees, transfer
taxes, and similar charges.
Subject to the availability of shares registered for issuance under the Plan, there is no total
maximum number of shares that can be issued pursuant to the reinvestment of dividends. Our shares may not be available under the Plan in all jurisdictions. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy,
any shares or other securities in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction.
LEGAL MATTERS
The validity of the common stock offered by this prospectus has been passed upon for us by Hogan Lovells US LLP, Washington, D.C.
EXPERTS
The consolidated financial statements
of the Company as of December 31, 2011 and 2010, and for each of the years in the three-year period ended December 31, 2011, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, have been
incorporated by reference herein on reliance on the reports of Shatswell, MacLeod & Company, P.C., an independent registered public accounting firm, and upon the authority of said firm as experts in auditing and accounting.
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
Item 14.
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Other Expenses of Issuance and Distribution
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The following table sets forth an estimate (except in the case of the registration fee) of the costs and expenses to be incurred in connection with the issuance and distribution of the securities being
registered. All costs and expenses set forth below shall be borne by us.
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|
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Item
|
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Amount
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SEC registration fee
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$
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857.96
|
|
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Legal fees and expenses
|
|
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25,000.00
|
|
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Accounting fees and expenses
|
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1,000.00
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Printing, mailing and other miscellaneous fees
|
|
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2,142.04
|
|
|
|
|
|
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Total
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$
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29,000.00
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|
|
|
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|
|
|
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Item 15.
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Indemnification of Directors and Officers
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Section 145 of the General Corporation Law of the State of Delaware provides that under certain circumstances a corporation may indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Similar indemnity is authorized
for such person against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of any such threatened, pending or completed action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged
to be liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the applicable standard of conduct.
To the extent that a present or
former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability
asserted against such person, and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.
Article IX of the Company’s Bylaws requires the Company, among other things, to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, and any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he or she is or was a director, officer, trustee,
II-1
employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, trustee, employee or agent of another corporation, association, partnership, joint
venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, and any
appeal therein, if he acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similarly, the Company will indemnify such persons for expenses reasonably incurred and settlements reasonably paid in actions, suits, or proceedings brought by or in the right of the Company, if such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no indemnification will be made against expenses in respect of any claim, issue, or matter as to which such person
is adjudged to be liable for negligence or misconduct in the performance of duties to the Company or against amounts paid in settlement unless and only to the extent that there is a determination made by the appropriate party set forth in the Bylaws
that the person to be indemnified is, in view of all the circumstances of the case, fairly and reasonably entitled to indemnity for such expenses or amounts paid in settlement.
The Company’s Bylaws also provide that the Company has the power to purchase and maintain insurance on behalf of any person who is
or was a director, trustee, employee or agent of the Company, or is or was serving at the Company’s request as a director, officer, trustee, employee or agent of another corporation, association, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in such capacity, or arising out of his status as such, whether or not the Company would have the power or the obligation to indemnify such person against such liability
under the provisions of the Bylaws. The Company currently maintains directors’ and officers’ liability insurance consistent with the provisions of Article IX of the Bylaws.
The Company has entered into Employment Agreements with each of Stephen W. Ensign and Stephen R. Theroux pursuant to which it
has undertaken contractually to provide indemnification and insurance coverage in the manner described above.
The exhibits
required to be filed as part of this Form S-3 are listed in the Exhibit Index attached hereto and are incorporated herein by reference.
The
undersigned registrant hereby undertakes:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement;
(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 (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by
II-2
the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form
of prospectus filed pursuant to Rule 424(b) that is part of 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 thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of
determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by a Registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to
Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 that time shall be deemed to be the initial
bona fide
offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 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 of 1933 and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
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-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport, State of New Hampshire, on this 7th day of December, 2012.
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NEW HAMPSHIRE THRIFT BANCSHARES, INC.
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By:
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/s/ Stephen R. Theroux
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Stephen R. Theroux
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Vice Chairman, Chief Executive Officer and President
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Stephen W. Ensign and Stephen R. Theroux his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or
her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed as of December 7, 2012, by the following persons in the capacities indicated.
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Signature
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Title
|
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|
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/s/ Stephen W. Ensign
|
|
Chairman
|
|
Stephen W. Ensign
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|
|
|
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/s/ Stephen R. Theroux
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|
Vice Chairman, Chief Executive Officer and President
|
|
Stephen R. Theroux
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Laura Jacobi
|
|
Senior Vice President, Chief Financial Officer, Chief Accounting Officer and
|
|
Laura Jacobi
|
|
Corporate Secretary (Principal Financial and Accounting Officer)
|
|
|
|
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/s/ Leonard R. Cashman
|
|
Director
|
|
Leonard R. Cashman
|
|
|
|
|
|
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/s/ William C. Horn
|
|
Director
|
|
William C. Horn
|
|
|
|
|
|
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/s/ Peter R. Lovely
|
|
Director
|
|
Peter R. Lovely
|
|
|
|
|
|
|
/s/ Jack H. Nelson
|
|
Director
|
|
Jack H. Nelson
|
|
|
|
|
|
|
/s/ Joseph B. Willey
|
|
Director
|
|
Joseph B. Willey
|
|
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EXHIBIT INDEX
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
3.1
|
|
Certificate of Incorporation of the Company (as amended) (filed as Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with
the Commission on March 25, 2011, and incorporated herein by reference).
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|
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3.2
|
|
Certificate of Designations establishing the rights of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (filed as Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed with the Commission on January 22, 2009, and incorporated herein by reference).
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|
|
|
|
3.3
|
|
Certificate of Designations establishing the rights of the Company’s Non-Cumulative Perpetual Preferred Stock, Series B (filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed with the Commission on August 29, 2011, and incorporated herein by reference).
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3.4
|
|
Amended and Restated Bylaws of NHTB (as amended) (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the
Commission on March 25, 2011, and incorporated herein by reference).
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|
|
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4.1
|
|
Form of Common Stock Certificate (filed as an exhibit to the Company’s Registration Statement on Form S-4 filed with the Commission on March 1, 1989, and incorporated herein by
reference).
|
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5.1
|
|
Opinion of Hogan Lovells US LLP
|
|
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23.1
|
|
Consent of Shatswell, MacLeod & Company, P.C.
|
|
|
|
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23.2
|
|
Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
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|
|
|
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24.1
|
|
Power of Attorney (included on signature page of this Registration Statement)
|
|
|
|
|
99.1
|
|
Account Authorization Form
|
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