-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BF5QfA5usvzZUCjqNK6lvgqr7Bp/wgZWK8Mps5eQDzhQ2l/tdRdeI2LJ5KwxQKIF VlwtRKCpEDG09EdETiTchQ== 0000950133-97-004286.txt : 19971229 0000950133-97-004286.hdr.sgml : 19971229 ACCESSION NUMBER: 0000950133-97-004286 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19971224 EFFECTIVENESS DATE: 19971224 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFX CORP CENTRAL INDEX KEY: 0000800042 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 020402421 STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43255 FILM NUMBER: 97744358 BUSINESS ADDRESS: STREET 1: 102 MAIN ST CITY: KEENE STATE: NH ZIP: 03431 BUSINESS PHONE: 6033522502 MAIL ADDRESS: STREET 1: 194 WEST STREET STREET 2: P O BOX 429 CITY: KEENE STATE: NH ZIP: 03431 FORMER COMPANY: FORMER CONFORMED NAME: CHESHIRE FINANCIAL CORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 CFX CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW HAMPSHIRE 02-0402421 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 102 MAIN STREET KEENE, NEW HAMPSHIRE 03431 (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES) CFX CORPORATION 1997 LONG-TERM INCENTIVE PLAN (FULL TITLE OF THE PLAN) GREGG R. TEWKSBURY CHIEF FINANCIAL OFFICER CFX CORPORATION 102 MAIN STREET KEENE, NEW HAMPSHIRE 03431 (603) 352-2502 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: STEVEN KAPLAN, ESQ. ARNOLD & PORTER 555 12TH STREET, N.W. WASHINGTON, D.C. 20004 (202) 942-5998 CALCULATION OF REGISTRATION FEE
================================================================================================================================ TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE PER UNIT PRICE - -------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, 251,500 $20.88 $5,251,320 $1,550 PAR VALUE $0.66 2/3 SHARES ================================================================================================================================
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This registration statement covers 251,500 shares of common stock of CFX Corporation ("CFX"), par value $0.66 2/3 per share, that are subject to options granted on September 29, 1997 under CFX's 1997 Long-Term Incentive Plan (the "Plan"). A maximum of 500,000 shares of CFX Common Stock, in the aggregate, are authorized for issuance under the Plan. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by CFX (File No. 1-10633) with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein by reference: (a) CFX's Annual Report on Form 10-K for the year ended December 31, 1996, as amended by Amendment No. 1 on Form 10-K/A filed on April 29, 1997. (b) CFX's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (c) CFX's Current Reports on Form 8-K dated as of February 13, 1997, August 29, 1997, October 27, 1997 and December 12, 1997. (d) The description of the common stock of CFX, par value $0.66 2/3 per share ("CFX Common Stock"), contained in a registration statement on Form 8-A filed by Cheshire Financial Corporation (now named CFX Corporation) on November 13, 1990, and any amendments or reports filed for the purpose of updating such description. All documents filed by CFX after the date of this Registration Statement 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 CFX Common Stock offered hereby has been sold or which deregisters such CFX Common Stock then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and shall be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement 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 in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or so superseded, to constitute a part of this Registration Statement. II-1 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The audited consolidated financial statements of CFX and subsidiaries as of December 31, 1996 and 1995 and for each of the years ended December 31, 1996, 1995 and 1994, included in CFX's 1996 Annual Report and incorporated by reference on Form 10-K for the year ended December 31, 1996, have been superseded by the restated audited consolidated financial statements of CFX and subsidiaries as of December 31, 1996 and 1995 and for each of the years ended December 31, 1996, 1995 and 1994, included in CFX's Current Report on Form 8-K dated as of December 12, 1997 ("CFX Form 8-K") and incorporated herein by reference to the CFX Form 8-K. Such restated audited consolidated financial statements of CFX and subsidiaries have been audited by Wolf & Company, P.C. independent auditors, as set forth in their report thereon included therein and incorporated herein by reference to the CFX Form 8-K. Such restated audited consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. In rendering its report, Wolf & Company, P.C. relied upon (i) the report of Shatswell, MacLeod & Company, P.C. relating to the consolidated balance sheets of Portsmouth Bank Shares, Inc. and Subsidiary as of December 31, 1996 and 1995 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, included in the CFX Form 8-K, (ii) the report of KPMG Peat Marwick LLP relating to the consolidated balance sheets of Community Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30, 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995, and for each of the years in the two year period ended June 30, 1995, included in the CFX Form 8-K, (iii) the report of KPMG Peat Marwick relating to the consolidated balance sheets of The Safety Fund Corporation and subsidiaries as of December 31, 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1995, included in the CFX Form 8-K, (iv) the report of Deloitte & Touche LLP relating to the consolidated statements of operations, stockholders' equity and cash flows of Orange Savings Bank and subsidiary for the year ended December 31, 1994, included in the CFX Form 8-K, and (v) to the authority of such firms as experts in accounting and auditing. Documents incorporated herein by reference in the future will include financial statements, related schedules (if required) and auditors' reports, which financial statements and schedules will have been audited to the extent and for the periods set forth in such reports by the firm or firms rendering such reports, and, to the extent so audited and consent to II-2 4 incorporation by reference is given, will be incorporated herein by reference in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. Devine, Millimet & Branch, P.A., has delivered its legal opinion to the effect that the CFX Common Stock offered hereby has been duly authorized and that such CFX Common Stock will be when issued, validly issued, fully paid and nonassessable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 293-A:8.50-58 of the New Hampshire Business Corporation Act provide that a business corporation may indemnify directors and officers against liabilities they may incur in such capacities provided certain standards are met, including good faith and the belief that the particular action is in the best interests of the corporation. In general, this power to indemnify does not exist in the case of actions against a director or officer by or in the right of the corporation if the person entitled to indemnification shall have been adjudged to be liable to the corporation or in connection with a proceeding charging improper personal benefit. A corporation is required to indemnify directors and officers against expenses they may incur in defending actions against them in such capacities if they are successful on the merits or otherwise in the defense of such actions. The Bylaws of CFX provide for the mandatory indemnification of directors and officers in accordance with and to the full extent permitted by the laws of New Hampshire as in effect at the time of such indemnification. CFX has purchased directors' and officers' liability insurance covering certain liabilities which may be incurred by the officers and directors of CFX in connection with the performance of their duties. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The exhibits listed on the Exhibit Index on page II-8 of this Registration Statement are filed herewith. ITEM 9. UNDERTAKINGS. CFX hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); II-3 5 (b) 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 a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (c) 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 the undertakings set forth in paragraphs 1(a) and 1(b) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by CFX pursuant to Section 13 or 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act, 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 purposes of determining any liability under the Securities Act, each filing of CFX's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of CFX pursuant to the foregoing provisions, or otherwise, CFX has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for II-4 6 indemnification against such liabilities (other than the payment by CFX of expenses incurred or paid by a director, officer or controlling person of CFX 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, CFX will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CFX 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 Keene, State of New Hampshire, on December 24, 1997. CFX CORPORATION By: /s/ Peter J. Baxter ------------------------------------- Peter J. Baxter President and Chief Executive Officer 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:
Signature Title Date - --------- ----- ---- * Director December 24, 1997 - ------------------------------ Richard F. Astrella * Director December 24, 1997 - ------------------------------ William E. Aubuchon, III /s/ Peter J. Baxter President, Chief Executive December 24, 1997 - ------------------------------ Officer and Director Peter J. Baxter (Principal Executive Officer) Director - ------------------------------ Richard B. Baybutt * Director December 24, 1997 - ------------------------------ Christopher V. Bean * Director December 24, 1997 - ------------------------------ Christopher W. Bramley * Director December 24, 1997 - ------------------------------ John N. Buxton * Director December 24, 1997 - ------------------------------ P. Kevin Condron
II-6 8
* Director December 24, 1997 - ------------------------------ Timothy J. Connors * Director December 24, 1997 - ------------------------------ Douglas Crichfield * Director December 24, 1997 - ------------------------------ Calvin L. Frink * Director December 24, 1997 - ------------------------------ Eugene E. Gaffey * Director December 24, 1997 - ------------------------------ David R. Grenon * Director December 24, 1997 - ------------------------------ Elizabeth Sears Hager * Director December 24, 1997 - ------------------------------ Douglas S. Hatfield, Jr. * Director December 24, 1997 - ------------------------------ Philip A. Mason * Director December 24, 1997 - ------------------------------ Walter R. Peterson * Director December 24, 1997 - ------------------------------ Seth A. Resnicoff * Director December 24, 1997 - ------------------------------ Mark E. Simpson * Director December 24, 1997 - ------------------------------ Robert W. Simpson * Director December 24, 1997 - ------------------------------ L. William Slanetz * Chief Financial Officer December 24, 1997 - ------------------------------ Gregg R. Tewksbury (Principal Financial and Accounting Officer) * By /s/ Peter J. Baxter December 24, 1997 ---------------------------- (Attorney-in-fact)
II-7 9 INDEX TO EXHIBITS
Exhibit 4 CFX Corporation 1997 Long-Term Incentive Plan, filed herewith. Exhibit 5 Opinion of Devine, Millimet & Branch, P.C., filed herewith. Exhibit 23.1 Consent of Devine, Millimet & Branch, P.C., included in the opinion filed as Exhibit 5 hereto. Exhibit 23.2 Consent of Wolf & Company, P.C., filed herewith. Exhibit 23.3 Consent of Shatswell, MacLeod & Company, P.C., filed herewith. Exhibit 23.4 Consent of KPMG Peat Marwick LLP, filed herewith. Exhibit 23.5 Consent of KPMG Peat Marwick LLP, filed herewith. Exhibit 23.6 Consent of Deloitte & Touche LLP, filed herewith. Exhibit 24 Powers of Attorney of certain directors and officers of CFX, filed herewith.
II-8 EX-4 2 CFX CORPORATION 1997 LONG-TERM INCENTIVE PLAN 1 Exhibit 4 CFX CORPORATION 1997 LONG-TERM INCENTIVE PLAN 1. Definitions. In this Plan, except where the context otherwise indicates, the following definitions shall apply: 1.1. "Agreement" means a written agreement implementing an Award. 1.2. "Award" means a grant of an Option. 1.3. "Board" means the Board of Directors of the Corporation. 1.4. "Code" means the Internal Revenue Code of 1986, as amended. 1.5. "Committee" means the committee or subcommittee of the Board appointed by the Board to administer this Plan. Unless otherwise determined by the Board, the Stock Option Committee of the Board shall be the Committee. 1.6. "Common Stock" means the common stock, par value $0.66 2/3 per share, of the Corporation. 1.7. "Corporation" means CFX Corporation. 1.8. "Date of Exercise" means the date on which the Corporation receives notice of the exercise of an Option in accordance with the terms of Section 7.1. 1.9. "Date of Grant" means the date on which an Option is granted under this Plan. 1.10. "Director" means a member of the Board of the Corporation or any Subsidiary. 1.11. "Employee" means any employee of the Corporation or a Subsidiary, including an Employee Director or any person who has been hired to be an employee of the Corporation or a Subsidiary. 1.12. "Employee Director" means a Director who is also an Employee. 1.13. "Exchange Act" means the Securities Exchange Act of 1934, as amended. 1.14. "Fair Market Value" means an amount equal to the closing sale price for a Share, on the date such fair market value is to be determined (or if there is no sale of Shares on such date, the closing sale price on the nearest trading date preceding such date), in the 2 principal trading market for the Shares as reported by such source as the Committee may select, or, if such price quotations of the Common Stock are not then reported, then the fair market value of a Share as determined by the Committee pursuant to a reasonable method adopted in good faith for such purpose. 1.15. "Incentive Stock Option" means an Option granted under this Plan that qualifies as an incentive stock option under Section 422 of the Code and that the Corporation designates as such in the Agreement granting the Option. 1.16. "Independent Director" means a Director who is not an Employee Director. 1.17. "Nonstatutory Stock Option" means an Option granted under this Plan that is not an Incentive Stock Option. 1.18. "Option" means an option to purchase Shares granted under this Plan in accordance with the terms of Section 6. 1.19. "Option Period" means the period during which an Option may be exercised. 1.20. "Option Price" means the price per Share at which an Option may be exercised. The Option Price shall be determined by the Committee and shall not be less than the Fair Market Value determined as of the Date of Grant. Notwithstanding the foregoing, in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder, the Option Price shall not be less than 110% of the Fair Market Value on the Date of Grant. 1.21. "Optionee" means an Employee or Independent Director to whom an Option has been granted. 1.22. "Plan" means the CFX Corporation 1997 Long-Term Incentive Plan. 1.23. "Rule 16b-3" means Rule 16b-3 under Section 16 of the Exchange Act, or any successor rule. 1.24. "Share" means a share of Common Stock. 1.25. "Subsidiary" means a corporation at least 50% of the total combined voting power of all classes of stock of which is owned by the Corporation, either directly or through one or more other Subsidiaries. 1.26. "Ten-Percent Stockholder" means an Optionee who (applying the rules of Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or a Subsidiary. - 2 - 3 2. Purpose. This Plan is intended to assist the Corporation and its Subsidiaries in attracting and retaining Employees and Independent Directors of outstanding ability and to promote the identification of their interests with those of the stockholders of the Corporation. 3. Administration. The Committee shall administer this Plan and shall have plenary authority, in its discretion, to award Options to Employees and Independent Directors, subject to the provisions of this Plan. The Committee shall have plenary authority and discretion, subject to the provisions of this Plan, to determine the terms (which terms need not be identical) of all Awards to Employees and Independent Directors, including without limitation the exercise price of Options, the time or times at which Awards are made, the number of Shares covered by Awards, whether an Option shall be an Incentive Stock Option or a Nonstatutory Stock Option, any exceptions to non-transferability, any provisions relating to vesting, any circumstances in which the Options would terminate, the period during which Options may be exercised, and the period during which Options shall be subject to restrictions. In making these determinations, the Committee may take into account the nature of the services rendered by the Award recipients, their present and potential contributions to the success of the Corporation and its Subsidiaries, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of this Plan, the Committee shall have plenary authority to interpret this Plan, prescribe, amend and rescind rules and regulations relating to it, and make all other determinations deemed necessary or advisable for the administration of this Plan. The determinations of the Committee on the matters referred to in this Section 3 shall be binding and final. 4. Eligibility. Incentive Stock Options may be granted or awarded only to Employees. Nonstatutory Stock Options may be granted or awarded to Employees or Independent Directors. 5. Stock Subject to Plan. 5.1. Subject to adjustment as provided in Section 8, the maximum number of Shares that may be issued under this Plan is 500,000 Shares. The maximum number of Shares with respect to which an Employee may receive Awards under this Plan during its term is 100,000. 5.2. If an Option expires or terminates for any reason without having been fully exercised, the unissued or forfeited Shares which had been subject to the Award shall become available for the grant of additional Awards. 6. Options. 6.1. Options granted under this Plan to Employees shall be either Incentive Stock Options or Nonstatutory Stock Options, as designated by the Committee. Each Option granted under this Plan shall be clearly identified either as a Nonstatutory Stock Option or an Incentive Stock Option and shall be evidenced by an Agreement that specifies the terms and - 3 - 4 conditions of the grant. Options granted to Employees shall be subject to the terms and conditions set forth in this Section 6 and such other terms and conditions not inconsistent with this Plan as the Committee may specify. All Incentive Stock Options granted under this Plan shall comply with the provisions of the Code governing incentive stock options and with all other applicable rules and regulations. 6.2. The Option Period for Options granted to Employees shall be determined by the Committee and specifically set forth in the Agreement; provided, however, that an Option shall not be exercisable after ten years (five years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder) from its Date of Grant. 6.3. The Committee, in its discretion, may provide in an Agreement for the right of the Optionee to surrender to the Corporation an Option (or a portion thereof) that has become exercisable and to receive upon such surrender, without any payment to the Corporation (other than required tax withholding amounts) that number of Shares (equal to the highest whole number of Shares) having an aggregate fair market value as of the date of surrender equal to that number of Shares subject to the Option (or portion thereof) being surrendered multiplied by an amount equal to the excess of (i) the Fair Market Value on the date of surrender over (ii) the Option Price, plus an amount of cash equal to the fair market value of any fractional Share to which the Optionee would be entitled but for the parenthetical above relating to whole number of Shares. Any such surrender shall be treated as the exercise of the Option (or portion thereof). 6.4. Options made under this Plan shall not be transferable other than by will, the laws of descent and distribution, or as provided by the Committee in an Agreement. 7. Exercise of Options. 7.1. An Option may, subject to the terms of the applicable Agreement under which it was granted, be exercised in whole or in part by the delivery to the Corporation of written notice of the exercise, in such form as the Committee may prescribe, accompanied by full payment for the Shares with respect to which the Option is exercised. To the extent provided in the applicable Option Agreement, payment may be made in whole or in part by delivery (including constructive delivery) of Shares valued at Fair Market Value on the Date of Exercise or by delivery of a promissory note as provided in Section 7.2 hereof. 7.2. To the extent provided in an Agreement and permitted by applicable law, the Committee may accept as partial payment of the Option Price a promissory note executed by the Optionee evidencing his or her obligation to make future cash payment thereof. Promissory notes made pursuant to this Section 7.2 shall be payable upon such terms as may be determined by the Committee, shall be secured by a pledge of the Shares received upon exercise of the Option and shall bear interest at a rate fixed by the Committee. 8. Capital Adjustments. In the event of any change in the outstanding Common Stock by reason of any stock dividend, split-up, recapitalization, reclassification, combination - 4 - 5 or exchange of shares, merger, consolidation or liquidation and the like, the Committee may, in its discretion, provide for a substitution for or adjustment in (i) the number and class of Shares subject to outstanding Options, (ii) the Option Price of Options, and (iii) the aggregate number and class of Shares for which Awards thereafter may be made under this Plan and to individual Award recipients. 9. Termination or Amendment. The Board may amend, alter or terminate this Plan in any respect at any time; provided, however, that, after this Plan has been approved by the stockholders of the Corporation, no amendment, alteration or termination of this Plan shall be made by the Board without approval of (i) the Corporation's stockholders to the extent stockholder approval of the amendment is required by applicable law or regulations or the requirements of the principal exchange or interdealer quotation system on which the Common Stock is listed or quoted, and (ii) each affected Optionee if such amendment, alteration or termination would adversely affect his or her rights or obligations under any Award made prior to the date of such amendment, alteration or termination. 10. Modification, Extension, Renewal, Substitution. 10.1. Subject to the terms and conditions of this Plan, the Committee may modify, extend or renew outstanding Options, or accept the surrender of outstanding Options granted under this Plan or options granted under any other plan of the Corporation or a Subsidiary (to the extent not theretofore exercised), and authorize the granting of new Options pursuant to this Plan in substitution therefor. Any substituted Options may specify a lower exercise price than the surrendered options, a longer term than the surrendered options, or have any other provisions that are authorized by this Plan. Notwithstanding the foregoing, however, no modification of an Award shall, without the consent of the Optionee, alter or impair any of the Optionee's rights or obligations under such Award. 10.2. Anything contained herein to the contrary notwithstanding, Options may, at the discretion of the Committee, be granted under this Plan in substitution for options to purchase shares of capital stock of another corporation which is merged into, consolidated with, or all or a substantial portion of the property or stock of which is acquired by, the Corporation or one of its Subsidiaries. The terms and conditions of the substitute Options so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee may deem appropriate in order to conform, in whole or part, to the provisions of the options in substitution for which they are granted. Such Options shall not be counted toward the 100,000 Share limit imposed by the second sentence of Section 5.1, except to the extent it is determined by the Committee that the applicability of such sentence is required in order for grants of Options hereunder to be eligible to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code. 11. Effectiveness of this Plan. This Plan and any amendments requiring stockholder approval pursuant to Section 9 are subject to approval by vote of the stockholders of the Corporation within 12 months after their adoption by the Board. Subject to that approval, this - 5 - 6 Plan and any amendments are effective on the date on which they are adopted by the Board. Options may be granted or awarded prior to stockholder approval of this Plan or amendments, but each such Award shall be subject to the approval of this Plan or amendments by the stockholders. The date on which any Option granted or awarded prior to stockholder approval of this Plan or amendment is granted or awarded shall be the Date of Grant for all purposes as if the Option had not been subject to approval; no such Option may be exercised prior to such stockholder approval, and any such Option shall be void ab initio if such stockholder approval is not obtained. 12. Withholding. The Corporation's obligation to deliver Shares or pay any amount pursuant to the terms of any Award hereunder shall be subject to the satisfaction of applicable federal, state and local tax withholding requirements. To the extent provided in the applicable Agreement and in accordance with rules prescribed by the Committee, an Optionee may satisfy any such withholding tax obligation by any of the following means or by a combination of such means: (i) tendering a cash payment, (ii) authorizing the Corporation to withhold Shares otherwise issuable to the Optionee, or (iii) delivering to the Corporation already owned and unencumbered Shares. 13. Term of this Plan. Unless sooner terminated by the Board pursuant to Section 9, this Plan shall terminate on December 10, 2006, and no Option, may be granted or awarded after such date. The termination of this Plan shall not affect the validity of any Award outstanding on the date of termination. 14. Indemnification of Committee. In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall be indemnified by the Corporation against all reasonable expenses, including attorneys' fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with this Plan or any Option granted or awarded hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Corporation. 15. General Provisions. 15.1. The establishment of this Plan shall not confer upon any Employee or Independent Director any legal or equitable right against the Corporation, any Subsidiary or the Committee, except as expressly provided in this Plan. 15.2. This Plan does not constitute inducement or consideration for the employment of any Employee or the service of any Independent Director, nor is it a contract between the Corporation or any Subsidiary and any Employee or Independent Director. - 6 - 7 Participation in this Plan shall not give an Employee or Independent Director any right to be retained in the service of the Corporation or any Subsidiary. 15.3. Neither the adoption of this Plan nor its submission to the stockholders, shall be taken to impose any limitations on the powers of the Corporation or its Subsidiaries to issue, grant, or assume options, warrants, rights, or restricted stock, otherwise than under this Plan, or to adopt other stock option or restricted stock plans or to impose any requirement of stockholder approval upon the same. 15.4. The interests of any Employee or Independent Director under this Plan are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered except as provided in an Agreement. 15.5. This Plan shall be governed, construed and administered in accordance with the laws of the State of New Hampshire and it is the intention of the Corporation that Incentive Stock Options granted under this Plan qualify as such under Section 422 of the Code. 15.6. The Committee may require each person acquiring Shares pursuant to Awards hereunder to represent to and agree with the Corporation in writing that such person is acquiring the Shares without a view to distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. All certificates for Shares issued pursuant to this Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities laws. The Committee may place a legend or legends on any such certificates to make appropriate reference to such restrictions. 15.7. The Corporation shall not be required to issue any certificate or certificates for Shares with respect to Awards under this Plan, or record any person as a holder of record of such Shares, without obtaining, to the complete satisfaction of the Committee, the approval of all regulatory bodies deemed necessary by the Committee, and without complying to the Committee's complete satisfaction, with all rules and regulations, under federal, state or local law deemed applicable by the Committee. - 7 - EX-5 3 OPINION OF DEVINE, MILLIMET & BRANCH, P.C. 1 Exhibit 5 [Devine, Millimet & Branch, P.C. Letterhead] December 22, 1997 CFX Corporation 102 Main Street Keene, New Hampshire 03431 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") of CFX Corporation, a New Hampshire corporation ("CFX"), relating to shares of CFX Common Stock, par value $0.66 2/3 per share ("CFX Common Stock"), which may be offered to holders of options ("CFX Options") to purchase shares of CFX Common Stock made under the CFX Long-Term Incentive Plan (the "CFX Plan"). You have asked us to furnish an opinion to be included as Exhibit 5 to the Registration Statement. In conjunction with the furnishing of this opinion, we have examined such corporate documents and have made such investigation of matters of fact and law as we have deemed necessary to render this opinion. Based upon such examination and investigation, and upon the assumptions that there will be no material changes in the documents examined and the matters investigated, we are of the opinion that: 1. The shares of CFX Common Stock that may be offered to holders of CFX Options have been duly authorized by CFX. 2. The shares of CFX Common Stock to be issued upon exercise of any CFX Options granted in accordance with the terms of the CFX Plan will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us in Item 5 thereof. Very truly yours, DEVINE, MILLIMET & BRANCH, P.C. EX-23.2 4 CONSENT OF WOLF & COMPANY, P.C. 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated January 29, 1997, except for Note A -- "Significant Accounting Policies -- Principles of Presentation and Consolidation" as to which the date is August 29, 1997 and except for Note V as to which the date is October 27, 1997, on the restated consolidated financial statements of CFX Corporation and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, included in CFX Corporation's Current Report on Form 8-K dated as of December 12, 1997, and to the reference to us in Item 5 of the Registration Statement. /s/ Wolf & Company, P.C. ------------------------ Wolf & Company, P.C. Boston, Massachusetts December 23, 1997 EX-23.3 5 CONSENT OF SHATSWELL, MACLEOD & COMPANY, P.C. 1 Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated January 13, 1997, except for Note 20 as to which the date is February 13, 1997, relating to the consolidated balance sheets of Portsmouth Bank Shares, Inc. and Subsidiary as of December 31, 1996 and 1995 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, included in the Current Report on Form 8-K of CFX Corporation dated as of December 12, 1997, and to the reference to us in Item 5 of the Registration Statement. /s/ Shatswell, MacLeod & Company, P.C. --------------------------------------- SHATSWELL, MacLEOD & COMPANY, P.C. West Peabody, Massachusetts December 22, 1997 EX-23.4 6 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.4 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated January 22, 1997, relating to the consolidated balance sheets of Community Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30, 1995, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995, and for each of the years in the two year period ended June 30, 1995, included in the Current Report on Form 8-K of CFX Corporation dated as of December 12, 1997, and to the reference to us in Item 5 of the Registration Statement. /s/ KPMG Peat Marwick LLP Boston, Massachusetts December 23, 1997 EX-23.5 7 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.5 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated January 22, 1996, relating to the consolidated balance sheet of The Safety Fund Corporation and subsidiaries as of December 31, 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1995, included in the Current Report on Form 8-K of CFX Corporation dated as of December 12, 1997, and to the reference to us in Item 5 of the Registration Statement. /s/ KPMG Peat Marwick LLP Boston, Massachusetts December 23, 1997 EX-23.6 8 CONSENT OF DELOITTE & TOUCHE LLP 1 Exhibit 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference herein of our report dated January 27, 1997, relating to the consolidated statements of operations, stockholders' equity and cash flows of Orange Savings Bank and subsidiary for the year ended December 31, 1994, included in the Current Report on Form 8-K of CFX Corporation dated as of December 12, 1997. /s/ Deloitte & Touche LLP Boston, Massachusetts December 24, 1997 EX-24 9 POWERS OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of CFX Corporation, a corporation organized under the laws of the state of New Hampshire (the "Corporation"), hereby constitutes and appoints Peter J. Baxter, Mark A. Gavin, Gregg R. Tewksbury and Steven L. Kaplan, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents for him or her and on his or her behalf and in his or her name, place and stead, in all cases with full power of substitution and resubstitution, in any hand and all capacities, to sign, execute and affix his or her seal to and file with the Securities and Exchange Commission (or any other governmental or regulatory authority) a Registration Statement on Form S-8 or any other appropriate form and all amendments or supplements (including post-effective amendments) thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to the registration of shares of common stock, par value $0.66 2/3 per share, of the Corporation, and grants to each of them full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully and to all intents and purposes as he himself or she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS HEREOF, the undersigned director and or officer has hereunto set his or her hand and seal, as of the date specified.
Name Title Date - ---- ----- ---- /s/ Richard F. Astrella Director December 9, 1997 - ------------------------------------- Richard F. Astrella /s/ William E. Aubuchon, III Director December 9, 1997 - ------------------------------------- William E. Aubuchon, III /s/ Peter J. Baxter President, December 9, 1997 - ------------------------------------- CEO and Director Peter J. Baxter Director - ------------------------------------- Richard B. Baybutt /s/ Christopher V. Bean Director December 9, 1997 - ------------------------------------- Christopher V. Bean /s/ Christopher W. Bramley Director December 9, 1997 - ------------------------------------- Christopher W. Bramley /s/ John N. Buxton Director December 9, 1997 - ------------------------------------- John N. Buxton
2
/s/ P. Kevin Condron Director December 9, 1997 - ------------------------------------- P. Kevin Condron /s/ Timothy J. Connors Director December 9, 1997 - ------------------------------------- Timothy J. Connors /s/ Douglas Crichfield Director December 9, 1997 - ------------------------------------- Douglas Crichfield /s/ Calvin L. Frink Director December 9, 1997 - ------------------------------------- Calvin L. Frink /s/ Eugene E. Gaffey Director December 9, 1997 - ------------------------------------- Eugene E. Gaffey /s/ David R. Grenon Director December 9, 1997 - ------------------------------------- David R. Grenon /s/ Elizabeth Sears Hager Director December 9, 1997 - ------------------------------------- Elizabeth Sears Hager /s/ Douglas S. Hatfield, Jr. Director December 9, 1997 - ------------------------------------- Douglas S. Hatfield, Jr. /s/ Philip A. Mason Director December 9, 1997 - ------------------------------------- Philip A. Mason /s/ Walter R. Peterson Director December 9, 1997 - ------------------------------------- Walter R. Peterson /s/ Seth A. Resnicoff Director December 9, 1997 - ------------------------------------- Seth A. Resnicoff /s/ Mark E. Simpson Director December 9, 1997 - ------------------------------------- Mark E. Simpson /s/ Robert W. Simpson Director December 9, 1997 - ------------------------------------- Robert W. Simpson /s/ L. William Slanetz Director December 9, 1997 - ------------------------------------- L. William Slanetz /s/ Gregg R. Tewksbury Chief December 9, 1997 - ------------------------------------- Financial Officer Gregg R. Tewksbury
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