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As filed with the Securities and Exchange Commission on June 9, 2005
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SI FINANCIAL GROUP, INC.
(exact name of registrant as specified in its charter)
United States 84-1655232
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
803 Main Street
Willimantic, CT 06226
(860) 423-4581
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SI Financial Group, Inc. 2005 Equity Incentive Plan
(Full Title of the Plan)
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Copies to:
Rheo A. Brouillard Eric S. Kracov, Esq.
President and Chief Executive Officer Victor Cangelosi, Esq.
SI Financial Group, Inc. Muldoon Murphy & Aguggia LLP
803 Main Street 5101 Wisconsin Avenue, N.W.
Willimantic, CT 06226 Washington, D.C. 20016
(860) 423-4581 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
==================================================================================================
Proposed Proposed Maximum
Title of Securities Amount Maximum Offering Aggregate Offering Amount of
to be Registered to be Registered Price Per Share(3) Price Registration Fee
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Common Stock
$.01 par Value 615,623 (2) $10.25 $6,310,136 $743
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Common Stock
$.01 par Value 246,249 (4) $10.25 $2,524,053 $298
===================================================================================================
(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 SI Financial, Group, Inc. 2005 Equity Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of SI Financial Group, Inc. (the "Common Stock")
pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the total number of shares currently reserved for issuance upon
the exercise of stock options under the Plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), the price per share is estimated to be
$10.25 based upon the average of the high and low price of the Common Stock,
as reported on the Nasdaq National Market on June 7, 2005.
(4) Represents the total number of shares currently reserved for issuance as
restricted stock awards under the Plan.
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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SI FINANCIAL GROUP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the SI Financial
Group, Inc. 2005 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). Such documents 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. Such documents 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 SI Financial Group, Inc.
(the "Registrant" or the "Corporation") with the SEC are incorporated by
reference in this Registration Statement:
(a) The Registrant's Quarterly Report on the Form 10-Q for the quarter
ended March 31, 2005 (File No. 000-50801) filed with the SEC on May 13, 2005.
(b) The Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, which includes the consolidated statements of income, changes
in stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2004 filed with the SEC on March 29, 2005 (File No.
000-50801).
(c) The description of the Registrant's common stock contained in the
Registrant's Form 8- A (File No. 000-50801), as filed with the SEC on June 15,
2004, pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the
"Exchange Act"), and rule 12b-15 promulgated thereunder.
(d) All documents filed by the Registrant 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.
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(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
The Registrant (also referred to herein as the "Subsidiary Holding
Company") shall indemnify its directors and employees in accordance with the
following provision from the Registrant's Bylaws:
ARTICLE XII.
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors and
employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
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):
5.0 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
common stock to be issued.
10.0 SI Financial Group, Inc. 2005 Equity Incentive Plan(1)
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the opinion included as Exhibit 5.0)
23.2 Consent of McGladrey & Pullen, LLP
24.0 Power of Attorney (contained on the signature pages).
------------------------------------
(1) Incorporated herein by reference to Appendix B in the definitive 14A proxy
statement (SEC No. 000-50801) filed with the SEC on April 6, 2005.
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
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13(a) 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; and
(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 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 trustees, 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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, SI Financial
Group, 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 Willimantic, Connecticut on June 9, 2005.
SI Financial Group, Inc.
By: /s/ Rheo A. Brouillard
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Rheo A. Brouillard
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Brouillard) constitutes and appoints Mr. Brouillard as the
true and lawful attorney-in-fact and agent 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 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 attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully, and to all intents and purposes, as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his or her 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/ Rheo A. Brouillard President, Chief Executive June 9, 2005
------------------------- Officer and Director
Rheo A. Brouillard (principal executive officer)
/s/ Brian J. Hull Executive Vice President and June 9, 2005
------------------------- Treasurer and Chief Financial Officer
Brian J. Hull (principal accounting and
financial officer)
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/s/ Henry P. Hinckley Chairman of the Board June 9, 2005
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Henry P. Hinckley
/s/ Robert C. Cushman, Sr. Director June 9, 2005
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Robert C. Cushman, Sr.
/s/ Mark D. Alliod Director June 9, 2005
--------------------------
Mark D. Alliod
/s/ Donna M. Evan Director June 9, 2005
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Donna M. Evan
/s/ Roger Engle Director June 9, 2005
--------------------------
Roger Engle
/s/ Robert O. Gillard Director June 9, 2005
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Robert O. Gillard
/s/ Steven H. Townsend Director June 9, 2005
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Steven H. Townsend
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EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
--------- ------------------------------------ --------------------- -------------
5.0 Opinion of Muldoon Murphy & Aguggia Filed herewith.
LLP
10.0 SI Financial Group, Inc. 2005 Equity Incorporated by reference.
Incentive Plan
23.1 Consent of Muldoon Murphy & Aguggia Contained in the opinion
LLP included as Exhibit 5.0.
23.2 Consent of McGladrey & Pullen, LLP Filed herewith.
24.0 Power of Attorney Located on the signature
page.
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