As filed with the Securities and Exchange Commission on November 4, 2002.
Registration No. 333-_________
________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PATRIOT NATIONAL BANCORP, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Connecticut
-----------
(State or other jurisdiction of incorporation or organization)
06-1559137
----------
(I.R.S. Employer Identification No.)
900 Bedford Street
Stamford, Connecticut 06901
(203) 324-7500
--------------
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
Philip W. Wolford
Chief Operating Officer
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, Connecticut 06901
(203) 324-7500
--------------
(Name, address, including zip code, and telephone number, including
area codee, of agent for service)
Copies of all communications, including communications sent to the
agent for service of process, should be sent to:
Paul G. Hughes, Esq.
Cummings & Lockwood LLC
Four Stamford Plaza
107 Elm Street
Stamford, Connecticut 06902
(203) 351-4207
--------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
----------------------- --------------------- --------------------- --------------------- ---------------------
Proposed maximum Proposed maximum
Title of each class offering price per aggregate offering
of securities to be Amount to be share (1) price (1) Amount of
registered registered registration fee
----------------------- --------------------- --------------------- --------------------- ---------------------
Common Stock, $2.00 193,000 shares $8.55 $1,650,150 $151.82
par value
_________
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee, based upon the average of the bid and asked
price of a share of Common Stock of Patriot National Bancorp, Inc. on the Nasdaq
Small Cap Market on October 31, 2002.
___________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
Subject to Completion. Dated November 4, 2002.
193,000 Shares
PATRIOT NATIONAL BANCORP, INC.
900 Bedford Street
Stamford, Connecticut 06901
COMMON STOCK
Par value $2.00 per share
This prospectus relates to the offer and sale from time to time by or for
the account of Angelo De Caro of up to 193,000 shares of the common stock of
Patriot National Bancorp. Mr. De Caro is our Chairman and Chief Executive
Officer.
We are a bank holding company, and our subsidiary, Patriot National Bank,
is a national banking association headquartered in Stamford, Connecticut.
Patriot National Bank also operates branch offices in Greenwich, Old Greenwich
and Norwalk, Connecticut. Our executive offices are at 900 Bedford Street,
Stamford, Connecticut, and our telephone number there is (203) 324-7500.
We issued the common stock covered by this prospectus in a private
placement in 2000. We will not receive any part of the proceeds from the sale of
the common stock offered hereby. Mr. De Caro will pay all applicable stock
transfer taxes and brokerage commissions and will bear all other expenses in
connection with the offering made hereunder, including our legal and accounting
fees.
The common stock covered by this prospectus may be offered for sale and
sold by or on behalf of Mr. De Caro from time to time on the Nasdaq Small Cap
Market (or other exchange upon which the common stock may be listed at the time
of sale) at prevailing market prices, in privately negotiated transactions at
negotiated prices, in a combination of such methods of sale, or otherwise as
determined by the seller. Mr. De Caro or any person acting on his behalf may
effect such transactions by selling the common stock covered by this prospectus
to or through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts or commissions from theseller, the purchasers of the
common stock for whom such broker-dealers may act as agents or to whom they sell
as principals, or both (which compensation as to a particular broker-dealer may
be in excess of customary commissions). See "Plan of Distribution."
An investment in our common stock involves certain risks. See "Risk
Factors" on page 1.
Our common stock is quoted on the Nasdaq Small Cap Market under the symbol
"PNBK."
___________________
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offence.
___________________
Prospectus dated _____________, 2002.
--------------------------------------------------------------------------------
The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
----
RISK FACTORS. .................................................................1
PATRIOT NATIONAL BANCORP.......................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................3
THE OFFERING...................................................................4
USE OF PROCEEDS................................................................4
"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995................................................................4
SELLING SHAREHOLDER............................................................5
PLAN OF DISTRIBUTION...........................................................5
LEGALITY.......................................................................6
EXPERTS........................................................................7
DISCLOSURE OF THE SEC'S POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES........................................................7
WHERE YOU CAN FIND MORE INFORMATION............................................7
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PATRIOT
NATIONAL BANCORP, BY THE SELLING SHAREHOLDER OR BY ANY OTHER PERSON DEEMED TO BE
AN UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF PATRIOT NATIONAL
BANCORP SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK COVERED BY THIS
PROSPECTUS BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
-i-
RISK FACTORS
You should consider carefully the following factors, as well as the other
information set forth in this prospectus and the documents incorporated by
reference into this prospectus, prior to making an investment in our common
stock. If any of the following risks and uncertainties actually occur, our
business, financial condition or operating results may be materially and
adversely affected. In this event, the trading price of our common stock may
decline and you may lose part or all of your investment.
RISKS RELATED TO THE FINANCIAL SERVICES BUSINESS
There are many entities that now provide financial services
similar to the products we offer some of which are not subject to the
extensive regulation that we are subject to.
Competition in the financial services business comes not only from bank
holding companies, commercial banks, savings banks and savings and loan
associations but also from consumer finance companies, credit unions, factors,
mortgage brokers, insurance companies, securities brokerage firms, money market
mutual funds and private lenders. Many of the non-bank financial service
companies that we compete against are not subject to the extensive regulation we
are subject to both as a bank holding company and, through Patriot National
Bank, as a bank.
Government regulation, monetary policy and other economic factors
may make it difficult for us to attract deposits or to make loans.
From time to time, there are changes in governmental economic and monetary
policy and banking and credit regulations. Changes in these policies may make it
more difficult for us to attract deposits and to make loans and may also affect
the demand for our other services. The rates of interest payable on deposits and
chargeable on loans may be subject to governmental regulation and are affected
by fiscal policy as well as national, state and local economic conditions.
Changes in interest rates may reduce our net interest income
because the interest rates we can charge on loans may not increase or
decrease at the same time, or to the same degree, as the interest we
need to pay to attract deposits.
Our results of operations depend to a large extent on the level of our net
interest income. "Net interest income" is the difference between interest income
from interest-earning assets (such as loans and investments) and interest
expense on interest-bearing liabilities (such as deposits and borrowings). If
interest rate fluctuations cause our cost of funds to increase faster than our
yield on interest-bearing assets, our net interest income will be reduced. To
the extent that our assets include fixed rate deposits and loans, we may not be
able to respond to interest rate fluctuations to maintain our net interest
income. In addition, fluctuations in interest rates may affect the value of our
fixed rate assets.
Both we and our subsidiary bank are subject to regulations
concerning the level of our capital. If we do not maintain appropriate
levels of capital, we could be subject to higher deposit insurance
premiums and other sanctions from our regulatory authorities.
To be considered "well-capitalized," a bank holding company generally must
maintain a leverage capital ratio of at least 5%, a Tier 1 risk-based capital
ratio of at least 6% and a total risk-based capital ratio of at least 10%. If we
fail to maintain these minimum ratios, we may no longer be classified as
"well-capitalized." A failure to be "well-capitalized" could have a negative
effect on our ability to conduct our
-1-
business and could subject us to additional regulatory scrutiny or requirements.
If we are not classified as "well-capitalized," our premiums for deposit
insurance would also increase significantly.
RISKS RELATED TO OUR BUSINESS AND STRATEGY
Our business is to operate a community bank. Our assets at June
30, 2002 were approximately $222 million, and our total shareholders'
equity at June 30, 2002 was approximately $18 million. Because of our
size and capitalization, we are not able to offer all of the products
and services that our larger competitors can offer.
We compete not only with other community banks in our service area but also
with banks or bank subsidiaries of bank holding companies that are substantially
bigger than we are both in total assets and in shareholders' equity. These
larger banks can offer products and services that it is impossible or
impracticable for us to provide. For example, the principal amount of loans we
can make to any one borrower is limited based on the amount of our capital, and
we do not provide trust services. Our business and results of operations may be
adversely affected because there are products and services we do not offer.
Our strategy has been to offer a broad range of consumer and
commercial banking services with an emphasis on serving the needs of
individuals, small and medium-sized businesses and professionals with
an emphasis on personalized service. If we are not able to meet the
needs of our customers or to distinguish our service from that of
other banks, we would expect that our business would be adversely
affected.
Our strategy has been to offer basic consumer and commercial banking
services with an emphasis on providing personalized service to our customers.
There are financial products that may be needed by our customers and potential
customers that we are not able to provide. If we are not able to meet the
banking needs of our customers or if we do not distinguish ourselves on the
basis of our service, we would expect that our business and results of
operations would be adversely affected.
GENERAL RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK
Our common stock is not FDIC-insured.
SHARES OF OUR COMMON STOCK ARE EQUITY SECURITIES. THEY ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS INSURED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.
As of September 30, 2002, our directors and executive officers
owned approximately 1,050,037 shares of our common stock
(approximately 43.7% of the shares outstanding). At that date, our
directors and executive officers also had the right to acquire 85,133
additional shares upon the exercise of options or warrants within 60
days. Of these shares, Angelo De Caro, our Chairman and Chief
Executive Officer, owned 645,000 (or 26.9%).
As of September 30, 2002, our directors and executive officers as a group
owned approximately 1,050,037 shares of our common stock (approximately 43.7% of
the shares outstanding. At that date, our directors and executive officers also
had the right to acquire 85,133 additional shares upon the exercise of options
or warrants within 60 days. Of these shares Mr. De Caro owned 645,000 (or
26.9%). Based on this ownership, our directors and executive officers as a group
would have, and Mr. De Caro individually has, a substantial ability to control
the outcome of any vote by our shareholders.
Our common stock is listed on the Nasdaq Small Cap Market.
However, the volume of trading in our common stock is relatively
small. If the trading volume in our
-2-
common stock continues to be relatively small, the liquidity of an
investment in our common stock could be reduced.
Our common stock is listed on the Nasdaq Small Cap Market. However, the
volume of trading in our common stock has historically been relatively small. If
the trading volume in our common stock continues to be relatively small, the
liquidity of an investment in our common stock could be reduced.
Anti-takeover provisions in our bylaws and under Connecticut law
may reduce the likelihood of a potential change of control. A change
of control of us would also require regulatory approvals.
Provisions of our bylaws may have the effect of discouraging, delaying or
preventing a change in control of us or unsolicited acquisition proposals that a
shareholder might consider favorable. These include a provision prohibiting the
taking of action by shareholders by written consent.
In addition, Connecticut law makes it difficult for shareholders who have
recently acquired a large interest in a Connecticut corporation to cause the
merger or acquisition of the corporation against the directors' wishes. In
addition, any change of control of us would require regulatory approvals.
PATRIOT NATIONAL BANCORP
Patriot National Bancorp is a Connecticut corporation whose business
consists of the ownership of all of the capital stock of Patriot National Bank,
a national banking association. Patriot National Bank offers a range of banking
services to commercial and individual customers primarily in southwestern
Connecticut. Patriot National Bank maintains banking offices at its headquarters
in Stamford, Connecticut and its branch offices in Greenwich, Old Greenwich and
Norwalk, Connecticut.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that we have filed with the Securities and Exchange
Commission are incorporated into this prospectus by reference:
1. Our Annual Report on Form 10-KSB for the year ended December 21, 2001;
2. Our Quarterly Reports on Form 10-QSB for the quarters ended March 31,
2002 and June 30, 2002, as amended;
3. Our definitive Proxy Statement distributed in connection with our Annual
Meeting of Shareholders held on June 18, 2002; and
4. The description of our common stock contained in our Current Report on
Form 8-K dated December 1, 1999.
All documents that we file with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
prospectus and prior to the filing of a post-effective amendment to the
registration statement of which this prospectus is a part that indicates that
all the common stock offered has been sold, or which deregisters all common
stock then remaining unsold hereunder, shall be incorporated by reference into
this prospectus and to be a part hereof (and of the registration statement) from
the date of filing of such documents. Any statement contained in this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies
-3-
or supersedes such statement. Any such statement so modified or superseded will
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
To the extent that an independent auditor audits and reports on our
financial statements issued at future dates and consents to the use of its
reports thereon, such financial statements shall also be incorporated by
reference in this prospectus (and the registration statement) in reliance upon
their reports and their authority as experts in accounting and auditing.
We will provide without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral
request, a copy of any and all information that has been incorporated by
reference herein (other than exhibits to such information, unless such exhibits
are specifically incorporated into any such information). Requests should be
directed to us at 900 Bedford Street, Stamford, Connecticut 06901, Attention:
Philip W. Wolford, Chief Operating Officer. Mr. Wolford may also be contacted at
(203) 324-7500.
THE OFFERING
Common stock offered by or on behalf of the selling
shareholder.......................................... 193,000 shares
Use of proceeds...................................... We will not receive any
proceeds from the sale of
shares by or on behalf of
the selling shareholder.
Shares outstanding at September 30, 2002............. 2,400,525
Nasdaq Small Cap symbol.............................. "PNBK"
USE OF PROCEEDS
The common stock covered by this prospectus will be sold for the account of
the selling shareholder. None of the proceeds from the sale of the common stock
offered hereby will be received by us.
"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements contained in our public reports and, in particular, in
the sections captioned "Management's Discussion and Analysis or Plan of
Operations," may be forward looking and subject to a variety of risks and
uncertainties. These factors include, but are not limited to:
o changes in prevailing interest rates which would affect the
interest earned on our interest-earning assets and the interest paid
on our interest-bearing liabilities;
o the timing of repricing of our interest-earning assets and our
interest-bearing liabilities;
o the effect of changes in governmental monetary policy;
o the effect of changes in regulations applicable to us and the conduct
of our business;
o changes in competition among financial service companies, including
further encroachment of non-banks on services traditionally provided
by banks and the impact of recently enacted federal legislation;
-4-
o the ability of our larger competitors to provide products and services
which it is impracticable for us to provide;
o the effect of opening additional branches; and
o the effect of any decision we make to engage in any business not
historically permitted to us.
Additional factors may be described from time to time in our filings with
the SEC.
Although we believe we offer the loan and deposit products and have the
resources we need for continued success, future revenues and interest spreads
and yields cannot be reliably predicted. The trends may cause us to adjust our
operations in the future. Because of the foregoing and other factors, recent
trends should not be considered reliable indicators of future financial results
or stock prices.
SELLING SHAREHOLDER
As of the date of this prospectus, Mr. De Caro owned 645,000 shares (or
26.9%) of our outstanding common stock. Of these shares, 193,000 are covered by
this prospectus. If all 193,000 shares are sold by or on behalf of Mr. De Caro
and assuming that Mr. De Caro sells no shares other than the shares covered by
this prospectus, he would then own 452,000 shares (or 18.8%) of our outstanding
common stock.
Mr. De Caro has been a director of Patriot National Bank since 1998 and of
Patriot National Bancorp since its organization in 1999. Mr. De Caro has been
Chairman and Chief Executive Officer of Bancorp since 2001 and Chairman of the
Board of Directors of Patriot National Bank since 2000. He was President and
Chief Executive Officer of Patriot National Bancorp from its organization in
1999 to 2001 and Chief Executive Officer of the Bank from June 1999 until
October 2000.
PLAN OF DISTRIBUTION
The common stock offered hereby was issued by us to Mr. De Caro in a
private placement in 2000 which was exempt from the registration requirements of
the Securities Act.
The common stock offered hereby may be offered for sale and sold from time
to time by Mr. De Caro, or by pledgees, donees, transferees or other successors
in interest after the effective date of the registration statement of which this
prospectus is a part. Mr. De Caro, or such pledgees, donees, transferees or
other successors in interest, will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Such sales may be made
on the Nasdaq Small Cap Market or otherwise, at prevailing prices and on terms
then prevailing or at prices related to the then market price, or in negotiated
transactions.
The manner in which the common stock offered hereby may be sold include,
without limitation, the following:
o block trades in which the broker-dealer(s) engaged by any of the
selling shareholder will attempt to sell common stock as agent but may
position or resell a portion of the block as principal to facilitate
the transaction;
o purchases by the broker-dealer(s) as principals and resale by such
broker-dealer(s) for their account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
-5-
o negotiated transactions; and
o as otherwise determined by any selling shareholder.
In effecting sales, broker-dealers engaged by the selling shareholder may
arrange for other broker-dealers to participate.
In order to comply with the securities laws of certain states, if
applicable, the common stock offered hereby may be sold in such jurisdictions
only through registered or licensed brokers or dealers. In addition, in certain
states the common stock offered hereby may not be sold unless it has been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with
by us and the selling shareholder.
The selling shareholder and any brokers, dealers, agents or underwriters
who participate in the sale of the common stock offered hereby may be deemed to
be "underwriters" within the meaning of Section 2(11) of the Securities Act, and
the commissions paid or discounts allowed to any such brokers, dealers, agents
or underwriters, in addition to any profits received on resale of the common
stock offered hereby, if any such broker, dealer or agent should purchase any
common stock offered hereby as a principal, may be deemed to be underwriting
discounts or commissions under the Securities Act.
Under applicable rules and regulations under the Securities Exchange Act,
any person engaged in the distribution of the common stock may not
simultaneously engage in market making activities with respect to our common
stock for a period of one business day prior to the commencement of such
distribution. In addition and without limiting the foregoing, the selling
shareholder will be subject to applicable provisions of the Securities Exchange
Act and the rules and regulations thereunder, including without limitation
Regulation M, which provisions may limit the timing of purchases and sales of
common stock by the sellingshareholder.
We will not receive any part of the proceeds from the sale of the common
stock offered hereby. The selling shareholder will pay all applicable brokerage
commissions, stock transfer taxes and the fees of selling shareholders' counsel
in connection with the offer and sale of the common stock offered hereby. Mr. De
Caro will bear all other expenses in connection with the offering and the sale
of the common stock offered hereby, including all registration and filing fees,
printing, messenger and delivery fees, and our legal and accounting fees and
expenses. We are not obligated to bear, and will not bear, any underwriting
discounts or commissions relating to the use by the selling shareholder of an
underwriter in connection with the disposition of the common stock offered
hereby.
We cannot assure you that the selling shareholder will sell any or all of
the common stock offered hereby. The common stock offered hereby also may be
sold pursuant to an available exemption from the registration requirements of
the Securities Act, including without limitation Rule 144 promulgated
thereunder. The sale of common stock by "affiliates" (as defined in Rule 144(a)
under the Securities Act) are subject to the volume and manner of sale
restrictions set forth in Rule 144.
LEGALITY
The validity of the common stock offered by this prospectus has been passed
upon for us by Cummings & Lockwood LLC, Stamford, Connecticut. Principals in the
law firm of Cummings & Lockwood LLC, general counsel to us and Patriot National
Bank, own in the aggregate approximately 6,500 shares of our common stock having
a value of approximately $55,600.
-6-
EXPERTS
Our financial statements as of December 31, 2001 and 2000 and for each of
the two years in the period ended December 31, 2001, appearing in our Annual
Report on Form 10-KSB for the year ended December 31, 2001 have been audited by
McGladrey & Pullen, LLP, independent auditors, as set forth in their report
thereon dated February 20, 2002 included therein and incorporated herein by
reference. Such 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.
DISCLOSURE OF THE SEC'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our certificate of incorporation provides that we must, to the fullest
extent permitted or required by the Connecticut Business Corporation Act,
indemnify any and all persons whom we have the power to indemnify from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by the Connecticut Business Corporation Act. The indemnification
provided for in our certificate of incorporation is not exclusive of any other
rights to which those indemnified may be entitled under any law, agreement, vote
of shareholders or disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions or otherwise, we have been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports under the Securities Exchange Act that include
information about us and Patriot National Bank. We have also filed with the SEC
in Washington, D.C. a registration statement under the Securities Act with
respect to the common stock offered by this prospectus. This prospectus does not
contain all the information set forth in the registration statement and the
exhibits and schedules thereto. For further information with respect to us and
our common stock, we refer you to the registration statement and the documents
incorporated herein by reference and the exhibits and schedules thereto. The
registration statement, the documents incorporated herein by reference and the
exhibits and schedules forming a part thereof may be inspected without charge at
the public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of such materials can be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information regarding the public reference facilities. In addition, the SEC
maintains a website that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC at
http://www.sec.gov.
Statements made in this prospectus or in the documents incorporated herein
by reference as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed with the SEC, we refer you to the exhibit to
the registration statement or the document incorporated herein by reference
constituting the contract, agreement or document for a more complete description
of the matter involved, and each such statement is qualified in its entirety by
such reference.
-7-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth an itemization of all estimated expenses
payable in connection with the distribution of the securities being registered.
All of the expenses set forth below are estimates except for the SEC
registration fee. All of these expenses will be paid by Angelo De Caro.
SEC registration fee ................................. $152
Legal fees and expenses .............................. 15,000
Accounting fees and expenses ......................... 5,000
Printing expenses .................................... 200
Miscellaneous ........................................ 648
-------
Total ........................................... $21,000
=======
Item 15. Indemnification of Directors and Officers
Subsection (a) of Section 33-771 of the Connecticut Business Corporation
Act, or the CBCA, provides that a corporation may indemnify an individual who is
a party to a proceeding because he is a director against liability incurred in
the proceeding if: (1)(A) he conducted himself in good faith; (B) he reasonably
believed (i) in the case of conduct in his official capacity, that his conduct
was in the best interests of the corporation; and (ii) in all other cases, that
his conduct was at least not opposed to the best interests of the corporation;
and (C) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful; or (2) he engaged in conduct for which broader
indemnification has been made permissible or obligatory under a provision of the
certificate of incorporation as authorized by the CBCA.
Subsection (b) of Section 33-771 of the CBCA provides that a director's
conduct with respect to an employee benefit plan for a purpose he reasonably
believed to be in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement that his conduct was at least not
opposed to the best interests of the corporation.
Subsection (c) of Section 33-771 of the CBCA provides that the termination
of a proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent is not, of itself, determinative that the
director did not meet the relevant standard of conduct described in Section
33-771 of the CBCA.
Subsection (d) of Section 33-771 of the CBCA provides that, unless ordered
by a court, a corporation may not indemnify a director: (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 under Section 33-771(a) of the CBCA; or
(2) in connection with any proceeding with respect to conduct for which he was
adjudged liable on the basis that he received a financial benefit to which he
was not entitled, whether or not involving action in his official capacity.
Section 33-772 of the CBCA provides that a corporation shall indemnify a
director of the corporation who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation, against reasonable expenses incurred by him
in connection with the proceeding.
II-1
Subsection (a) of Section 33-776 of the CBCA provides that a corporation
may indemnify an officer of the corporation who is a party to a proceeding
because he is an officer of the corporation (1) to the same extent as a
director, and (2) if he is an officer but not a director, to such further
extent, consistent with public policy, as may be provided by contract, the
certificate of incorporation, the bylaws or a resolution of the board of
directors. Subsection (c) of Section 33-776 of the CBCA provides that an officer
of the corporation who is not a director is entitled to mandatory
indemnification under Section 33-772 to the same extent to which a director may
be entitled to indemnification.
Our certificate of incorporation provides that we must, to the fullest
extent permitted or required by the CBCA, indemnify any and all persons whom we
have the power to indemnify from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the CBCA. The
indemnification provided for in our certificate of incorporation is not
exclusive of any other rights to which those indemnified may be entitled under
any law, agreement, vote of shareholders or disinterested directors or
otherwise.
We maintain a liability and indemnification insurance policy in the amount
of $5 million issued by Progressive Insurance Company covering all of our
officers and directors. The premium for this policy for 2002 is approximately
$20,700.
Item 16. Exhibits
Number Description
2 Agreement and Plan of Reorganization dated as of June 28, 1999
between Patriot National Bancorp, Inc. and Patriot National Bank
(incorporated by reference to Exhibit 2 to the Current Report on Form
8-K of Patriot National Bancorp, Inc. dated December 1, 1999
(Commission File No. 000-29599))
4(1) Certificate of Incorporation of Patriot National Bancorp, Inc.
(incorporated by reference to Exhibit 3(i) to the Current Report on
Form 8-K of Patriot National Bancorp, Inc. dated December 1, 1999
(Commission File No. 000-29599))
4(2) By-laws of Patriot National Bancorp, Inc. (incorporated by reference
to Exhibit 3(ii) to the Current Report on Form 8-K of Patriot
National Bancorp, Inc. dated December 1, 1999 (Commission File
No. 000-29599))
5 Opinion of Cummings & Lockwood LLC
23(1) Consent of McGladrey & Pullen, LLP
23(2) Consent of Cummings & Lockwood LLC (included in Exhibit 5)
24 Power of Attorney
II-2
Item 17. Undertakings
We hereby undertake:
To file, during any period in which offers or sales of securities are made
a post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution;
For determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering; and
To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions of our Certificate of Incorporation or Bylaws or
applicable Connecticut law, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by a director,
officer or controlling person of ours 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, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifes that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on November 4, 2002.
PATRIOT NATIONAL BANCORP, INC.
By: /s/ PHILIP W. WOLFORD
------------------------------
Philip W. Wolford
Chief Operating 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 date indicated.
Name Title
---- -----
ANGELO DE CARO Chairman and Chief Executive )
Officer and Director (Principal )
Executive Officer) )
)
ROBERT F. O'CONNELL Senior Executive Vice President,)
Chief Financial Officer and )
Director (Principal Financial )
Officer) )
MICHAEL A. CAPODANNO Vice President and Controller )
(Controller) )
)
FRED A. DECARO, JR. Director )
)
JOHN J. FERGUSON Director )
) By:/s/ PHILIP W. WOLFORD
) ---------------------
JOHN A. GEOGHEGAN Director ) Philip W. Wolford
) Attorney-in-fact
L. MORRIS GLUCKSMAN Director )
) November 4, 2002
CHARLES F. HOWELL Director )
)
MICHAEL INTRIERI Director )
)
RICHARD NACLERIO Director )
)
PAUL C. SETTELMEYER Director )
)
PHILIP W. WOLFORD Director )
II-4
EXHIBIT INDEX
Number Description
2 Agreement and Plan of Reorganization dated as of June 28, 1999
between Patriot National Bancorp, Inc. and Patriot National Bank
(incorporated by reference to Exhibit 2 to the Current Report on Form
8-K of Patriot National Bancorp, Inc. dated December 1, 1999
(Commission File No. 000-29599))
4(1) Certificate of Incorporation of Patriot National Bancorp, Inc.
(incorporated by reference to Exhibit 3(i) to the Current Report on
Form 8-K of Patriot National Bancorp, Inc. dated December 1, 1999
(Commission File No. 000-29599))
4(2) By-laws of Patriot National Bancorp, Inc. (incorporated by reference
to Exhibit 3(ii) to the Current Report on Form 8-K of Patriot
National Bancorp, Inc. dated December 1, 1999 (Commission File
No. 000-29599))
5 Opinion of Cummings & Lockwood LLC
23(1) Consent of McGladrey & Pullen, LLP
23(2) Consent of Cummings & Lockwood LLC (included in Exhibit 5)
24 Power of Attorney