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As filed with the Securities and Exchange Commission on July 9, 2007
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CHICOPEE BANCORP, INC.
(exact name of registrant as specified in its charter)
MASSACHUSETTS 20-4840562
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
70 CENTER STREET
CHICOPEE, MASSACHUSETTS 01013
(413) 594-6692
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CHICOPEE BANCORP, INC. 2007 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
------------------------
COPIES TO:
WILLIAM J. WAGNER LAWRENCE M. F. SPACCASI, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER SEAN P. KEHOE, ESQUIRE
CHICOPEE BANCORP, INC. MULDOON MURPHY & AGUGGIA LLP
70 CENTER STREET 5101 WISCONSIN AVENUE, N.W.
CHICOPEE, MASSACHUSETTS 01013 WASHINGTON, D.C. 20016
(413) 594-6692 (202) 362-0840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Proposed
Title of Maximum Proposed Maximum
Securities to be Amount Offering Price Per Aggregate Offering Amount of
Registered to be Registered (1) Share Price Registration Fee
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Common Stock
$0.01 par value 1,041,510 (2) $15.27(3) $15,903,858 $489
==========================================================================================================================
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Chicopee Bancorp, Inc. 2007 Equity Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Chicopee Bancorp, Inc. (the "Common Stock")
pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of Chicopee Bancorp, Inc. common
stock under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on July
5, 2007 in accordance with 17 C.F.R. ss.230.457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND 17 C.F.R. SS.230.462.
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CHICOPEE BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the Chicopee Bancorp,
Inc. 2007 Equity Incentive Plan (the "Plan") specified by Part I of this
Registration Statement will be sent or given to the participants in the Plan as
specified by Rule 428(b)(1). Said document need not be filed with the Securities
and Exchange Commission (the "SEC") either as a part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in
reliance on Rule 428. Said document and the information incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus for the Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Chicopee Bancorp, Inc.
(the "Registrant" or the "Corporation") with the SEC are incorporated by
reference in this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, which includes the consolidated statements of
operations, changes in shareholder equity and cash flows for each of the years
in the three-year period ended December 31, 2006, filed with the SEC on March
28, 2007 and subsequently amended on April 13, 2007 (File No. 000-51996).
(b) The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2007 filed with the SEC on May 15, 2007 (File No.
000-51996).
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8-A12G (File No. 000-51996), as filed with the SEC pursuant
to Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"),
and rule 12b-15 promulgated thereunder, on May 11, 2006 as incorporated by
reference to the Registrant's Form S-1 (File No. 333-130302) and declared
effective on May 15, 2006.
(d) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold (in each case other than
those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(b) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon
for the Registrant by the firm of Muldoon Murphy & Aguggia LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors, officers and employees of the Registrant may be entitled to
the benefit from the indemnification provisions contained in the Massachusetts
Business Corporation Act and the Registrant's Articles of Incorporation. The
general effect of these provisions are noted below.
Sections 8.50-8.59 of the Massachusetts Business Corporation Act
authorize a Massachusetts corporation to indemnify its present and former
directors and officers under certain conditions. Article 7 of our bylaws
provides that we shall indemnify each person who serves or has served as a
director or officer at the level of Vice President or above to the fullest
extent permitted by applicable law, against expenses (including attorney's
fees), judgments, fines, ERISA excise taxes, penalties, and amounts reasonably
paid in settlement incurred in connection with any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
inquiry, investigation, administrative hearing or any other proceeding whether
civil, criminal, administrative, arbitrative or investigative (without regard to
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity for or on behalf of Chicopee
Bancorp, Inc. while serving as a director or officer) or any claim, issue or
matter therein, which proceeding such director or officer is, or is threatened
to be made, a party to or participant in by reason of the fact that he or she is
or was one of our directors or officers or was serving at our request as a
director, officer, trustee, or in a similar capacity with another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The rights of indemnification continue as to a director or officer after he or
she has ceased to be a director or officer and shall inure to the benefit of his
or her heirs, estate, executors, administrators and personal representatives. No
amendment, termination or repeal of the provisions of Article 7 of our bylaws or
of the relevant provisions of the Massachusetts Business Corporation Act shall
affect or deprive a director or officer of the benefit of those by-laws or
applicable law with respect to any proceeding arising out of or relating to any
actions, transactions or facts occurring prior to such amendment, termination or
repeal.
Section 2.02 of the Massachusetts Business Corporation Act authorizes a
Massachusetts corporation to adopt a provision in its articles of organization
eliminating or limiting the personal liability of directors to the corporation
for monetary damages for breach of fiduciary duty as directors, provided that
the provision may not eliminate or limit the liability of directors for:
o any breach of the director's duty of loyalty to the corporation or its
shareholders;
o any acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o any improper distributions to shareholders under Section 6.40 of the
Massachusetts Business Corporation Act; or
o any transaction from which the director derived an improper personal
benefit
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Section 6.5.4 of the Registrant's articles of organization provides
that, to the maximum extent permitted by the Massachusetts Business Corporation
Act, none of our directors shall be personally liable to us or our shareholders
for monetary damages for breach of fiduciary duty as a director notwithstanding
any provision of law imposing such liability. No amendment to or repeal of the
provisions of Section 6.5.4 shall apply to or have any effect on the liability
or alleged liability of any director for or with respect to any act or failure
to act of such director occurring prior to such amendment or repeal. If the
Massachusetts Business Corporation Act is subsequently amended to further
eliminate or limit the personal liability of directors or to authorize corporate
action to further eliminate or limit such liability, then the liability of the
directors will be eliminated or limited to the fullest extent permitted by the
Massachusetts Business Corporation Act as so amended. A principal effect of
Section 6.5.4 is to limit or eliminate the potential liability of our directors
for monetary damages arising from breaches of their duty of care, unless the
breach involves one of the four exceptions described above.
Section 8.57 of the Massachusetts Business Corporation Act also
authorizes a Massachusetts corporation to obtain insurance on behalf of its
directors and officers against liability incurred by them in those capacities.
We have procured a directors' and officers' liability and company reimbursement
liability insurance policy that insures (a) our directors and officers against
losses, above a deductible amount, arising from specified types of claims made
against them by reason of enumerated acts done or attempted by our directors or
officers and (b) us against losses, above a deductible amount, arising from any
of the specified types of claims, but only if we are required or permitted to
indemnify our directors or officers for those losses under statutory or common
law or under provisions of our articles of organization or bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
5 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
the common stock to be issued
10.1 Chicopee Bancorp, Inc., Inc. 2007 Equity Incentive Plan(1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Incentive Stock Option Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the Opinion included as Exhibit 5)
23.2 Consent of Berry, Dunn, McNeil & Parker
24.0 Power of Attorney (contained on the signature pages)
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(1) Incorporated herein by reference to Appendix A in the definitive proxy
statement filed with the SEC on April 18, 2007 (File No. 000-51996).
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ITEM 9. UNDERTAKINGS
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 unless the information or prospectus required by (i)
and (ii) is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference into this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
(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; and
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 SEC, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling 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 of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Chicopee
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicopee, Commonwealth of Massachusetts on
July 9, 2007.
CHICOPEE BANCORP, INC.
By: /s/ William J. Wagner
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William J. Wagner
President and Chief Executive Officer
(duly authorized representative)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints William J. Wagner, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
United States Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully, and to all
intents and purposes, as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ William J. Wagner President and Chief Executive Officer July 9, 2007
--------------------------- (principal executive officer)
William J. Wagner
/s/ W. Guy Ormsby Executive President, Chief Financial July 9, 2007
--------------------------- Officer, Treasurer and Director
W. Guy Ormsby (principal accounting and financial officer)
/s/ Thomas J. Bardon Director July 9, 2007
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Thomas J. Bardon
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/s/ James H. Bugbee Director July 9, 2007
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James H. Bugbee
/s/ Arthur F. DuBois Director July 9, 2007
---------------------------
Arthur F. DuBois
/s/ Louis E. Dupuis Director July 9, 2007
---------------------------
Louis E. Dupuis
/s/ Douglas K. Engebretson Director July 9, 2007
---------------------------
Douglas K. Engebretson
/s/ Edward J. Fitzgerald Director July 9, 2007
---------------------------
Edward J. Fitzgerald
/s/ David P. Fontaine Director July 9, 2007
---------------------------
David P. Fontaine
/s/ William J. Giokas Director July 9, 2007
---------------------------
William J. Giokas
/s/ Francine Jasinski Hayward Director July 9, 2007
-----------------------------
Francine Jasinski Hayward
/s/ James P. Lynch Director July 9, 2007
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James P. Lynch
/s/ William D. Masse Director July 9, 2007
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William D. Masse
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/s/ Edmund J. Mekal Director July 9, 2007
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Edmund J. Mekal
/s/ John P. Moylan Director July 9, 2007
---------------------------
John P. Moylan
/s/ Gregg F. Orlen Director July 9, 2007
---------------------------
Gregg F. Orlen
/s/ Paul C. Picknelly Director July 9, 2007
---------------------------
Paul C. Picknelly
/s/ Barry W. Soden Director July 9, 2007
---------------------------
Barry W. Soden
/s/ Edwin M. Sowa Director July 9, 2007
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Edwin M. Sowa
/s/ Judith T. Tremble Director July 9, 2007
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Judith T. Tremble
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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5 Opinion of Muldoon Murphy
& Aguggia LLP Filed herewith.
10.1 Chicopee Bancorp, Inc., Inc. 2007
Equity Incentive Plan Incorporated herein
by reference.
10.2 Form of Restricted Stock Award
Agreement Filed herewith.
10.3 Form of Incentive Stock Option Award
Agreement Filed herewith.
10.4 Form of Non-Statutory Stock Option
Award Agreement Filed herewith.
23.1 Consent of Muldoon Murphy &
Aguggia LLP Contained in the Opinion
included as Exhibit 5.0.
23.2 Consent of Berry, Dunn, McNeil & Parker Filed herewith.
24.0 Power of Attorney Located on the signature page.
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