-----------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on February 3, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST NATIONAL LINCOLN CORPORATION
(Exact name of Registrant as specified in its charter)
Maine 01-0404322
(State of incorporation) (I.R.S. Employer Identification No.)
P.O. Box 940, 223 Main Street
Damariscotta, Maine 04543-0940
(207) 563-3195
(Address of Principal Executive Offices)
FNB Bankshares Stock Option Plan
(Full title of the plan)
Daniel R. Daigneault
President and Chief Executive Officer
First National Lincoln Corporation
P.O. Box 940, 223 Main Street
Damariscotta, Maine 04543-0940
(207) 563-3195
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Keith C. Jones
Verrill Dana, LLP
One Portland Square, P.O. Box 586
Portland, Maine 04112-0586
(207) 774-4000
Calculation of Registration Fee
-----------------------------------------------------------------------------
Title of Each Proposed Maximum Proposed Maximum
Class of Offering Price Aggregate Amount of
Securities to Amount to be Per Share Offering Registration
be Registered Registered or Unit Price Fee
-----------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 95,479(1) $3.80(2) $362,820(2) $42.70
-----------------------------------------------------------------------------
(1) Represents the number of shares of Common Stock of Registrant reserved for
issuance as a result of the conversion of options to purchase common stock of
FNB Bankshares into options to purchase Common Stock of Registrant pursuant to
an Agreement and Plan of Merger, dated as of August 25, 2004, between
Registrant and FNB. Pursuant to Rule 416(b), there shall also be deemed covered
hereby all additional securities resulting from a stock split, stock dividend
or similar adjustment of the outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act.
This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R.
Section 230.462.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the year ended December
31, 2003;
(b) All reports filed by Registrant pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
of the fiscal year covered by the Form 10-K referred to in clause (a) above;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (file No. 000-26589) filed with
the Commission on July 2, 1999, including all amendments or reports filed for
the purpose of updating such description; and
(d) All documents filed by Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold.
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 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.
Item 4. Description of Securities.
Not applicable.
Item. 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Sections 851 et. seq. of the Maine Business Corporation Act, and
except to the extent broader indemnification is authorized by a corporation's
articles of incorporation, a corporation generally may indemnify an individual
who is a party to a proceeding because that individual is a director of the
corporation against liability incurred in the proceeding if the individual's
conduct was in good faith and the individual reasonably believed (i) in the
case of conduct in the individual's capacity as director, that the individual's
conduct was in the best interests of the corporation (or participants in an
employee benefit plan of the corporation with respect to service thereto); (ii)
in all other cases, that the individual's conduct was at least not opposed to
the best interests of the corporation; and (iii) in the case of any criminal
proceeding, the individual had no reasonable cause to believe the individual's
conduct was unlawful. Unless ordered by a court to do so, however, a
corporation may not indemnify one of its directors (1) in connection with a
proceeding by or in the right of the corporation, except for reasonable
expenses incurred in connection with the proceeding if it is determined that
the director has met the relevant standard of conduct set forth above; or (2)
in connection with any proceeding with respect to conduct for which the
director was adjudged liable on the basis that the director received a
financial benefit to which the director was not entitled, whether or not
involving action in the director's official capacity. Under the Maine Business
Corporation Act, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which the director was a party because the director was a director of the
corporation against reasonable expenses incurred by the director in connection
with the proceeding. Under the Maine Business Corporation Act, a corporation
generally may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because that officer is an officer of the
corporation to the same extent as a director and, in the case of an officer who
is not a director, to such further extent as may be provided the corporation's
articles of incorporation, bylaws, a resolution of the corporation's Board of
Directors or a contract, except no indemnification may be made to such a person
for (1) liability in connection with a proceeding by or in the right of the
corporation other than for reasonable expenses incurred in connection with the
proceeding or (2) liability arising out of conduct that constitutes (i) receipt
by the officer of a financial benefit to which the officer is not entitled;
(ii) an intentional infliction of harm on the corporation or its shareholders;
or (iii) an intentional violation of criminal law.
The Registrant's bylaws provide that the Registrant shall 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 by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of FNLC 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 him or her
in connection with such action, suit or proceeding; provided that no
indemnification shall be provided for any person with respect to any matter as
to which he or she shall have been finally adjudicated in any action, suit or
proceeding not to have acted in the reasonable belief that his or her action
was in the best interests of the Registrant or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
The Registrant's bylaws provide that the Registrant shall pay the expenses
incurred by an indemnified person in advance of a final disposition of an
action or proceeding upon (1) authorization by the Board of Directors in the
manner provided in the bylaws, and (2) receipt by the Registrant of a written
undertaking by or on behalf of the indemnified person to repay such amount if
the indemnified person is ultimately determined not to be entitled to
indemnification under the bylaws.
In addition, the Registrant carries a liability insurance policy for its
directors and officers
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
-----------------------------------------------------------------------------
No. Exhibit
-----------------------------------------------------------------------------
4.1 Conformed Copy of Registrant's Articles of Incorporation,
incorporated by reference to Exhibit 3.1 to
Current Report on Form 8-K filed October 7, 2004
4.2 Conformed Copy of Registrant's Bylaws, incorporated by reference to
Exhibit 3.1 to Current Report on Form 8-K filed October 7, 2004
4.3 FNB Bankshares Stock Option Plan*
4.4 Form Option Agreement*
5 Opinion of Verrill Dana LLP, as to the legality of the securities
23.1 Consent of Verrill Dana LLP
(contained in the opinion included as Exhibit 5)
23.2 Consent of Berry, Dunn, McNeil & Parker, LLC,
independent certified public accountants
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration Statement).
-----------------------------------------------------------------------------
* See Agreement and Plan of Merger with FNB Bankshares dated August 25, 2004,
incorporated by reference to Exhibit 2.1 to Form 8-K filed August 27, 2004,
which Agreement and Plan of Merger effects an amendment to the FNB Bankshares
Stock Option Plan.
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 (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 in
such information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering 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 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 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
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 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.
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Damariscotta, State of Maine, on this 3rd day of
February, 2005.
FIRST NATIONAL LINCOLN CORPORATION
________________________________________
By: Daniel R. Daigneault
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. Each person whose signature appears below hereby makes,
constitutes and appoints Daniel R. Daigneault and F. Stephen Ward, and each of
them severally, his or her true and lawful attorney, with full power to sign
for such person and in such person's name and capacity indicated below, and
with full power of substitution any and all amendments, including post-
effective amendments, to this Registration Statement on Form S-8, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
_________________________________ Date: February 3, 2005
Katherine M. Boyd
Director
_________________________________ Date: February 3, 2005
Daniel R. Daigneault
Director, President & Chief Executive Officer
(principal executive officer)
_________________________________ Date: February 3, 2005
Robert B. Gregory
Director
_________________________________ Date: February 3, 2005
Tony C. McKim
Director
_________________________________ Date: February 3, 2005
Randy A. Nelson
Director
_________________________________ Date: February 3, 2005
Carl S. Poole, Jr.
Director
_________________________________ Date: February 3, 2005
Mark N. Rosborough.
Director
_________________________________ Date: February 3, 2005
Stuart G. Smith
Director
_________________________________ Date: February 3, 2005
David B. Soule, Jr.
Director
_________________________________ Date: February 3, 2005
Bruce B. Tindal
Director
_________________________________ Date: February 3, 2005
F. Stephen Ward
Treasurer & Chief Financial Officer
(principal financial and accounting officer)
Exhibit Index
------------------------------------------------------------------------------
Exhibit Exhibit Location
No.
------------------------------------------------------------------------------
4.1 Conformed Copy of Registrant's Articles of Incorporation (1)
4.2 Conformed Copy of Registrant's Bylaws (2)
4.3 FNB Bankshares Stock Option Plan (3)(7)
4.4 Form Option Agreement (4)(7)
5 Opinion of Verrill Dana LLP, as to the legality of the securities (5)
23.1 Consent of Verrill Dana LLP (5)
23.2 Consent of Berry, Dunn, McNeil & Parker, LLC, (5)
independent certified public accountants
24 Power of attorney for any subsequent amendments (6)
------------------------------------------------------------------------------
(1) Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed October 7, 2004
(2) Incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K
filed October 7, 2004
(3) Incorporated by reference to Exhibit 10.1 (a) to Current Report on Form 8-K
filed January 14, 2005
(4) Incorporated by reference to Exhibit 10.2 (b) to Current Report on Form 8-K
filed January 14, 2005
(5) Filed herewith
(6) Contained in the opinion included as Exhibit 5
(7) Included in the signature page to this Registration Statement
(6) See Agreement and Plan of Merger with FNB Bankshares dated August 25, 2004,
incorporated by reference to Exhibit 2.1 to Form 8-K filed August 27, 2004,
which Agreement effects an amendment to the FNB Bankshares Stock Option Plan