As filed with the Securities and Exchange Commission on May 21, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NBT Bancorp Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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16-1268674
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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52 South Broad Street
Norwich, New York
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13815
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(Address of principal executive offices)
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(Zip code)
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NBT Bancorp Inc. 2024 Omnibus Incentive Plan
(Full title of the plan)
Scott A. Kingsley
Annette L. Burns
M. Randolph Sparks
52 South Broad Street
Norwich, New York 13815
(Name and address of agent for service)
(607) 337-2265
(Telephone number, including area code, of agent for service)
Copy to:
Richard Schaberg, Esq.
Les Reese, Esq.
Hogan Lovells US LLP
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☑
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent or given to participants in the NBT Bancorp Inc. 2024 Omnibus Incentive Plan, as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
the prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation of Documents by Reference.
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The following documents are incorporated by reference in this Registration Statement:
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including the portions of the Company’s Definitive Proxy Statement for its 2024 Annual Meeting incorporated by reference therein;
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The Company’s Current Reports on Form 8-K filed on January 22, 2024 and May 21, 2024;
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The description of the Company’s common stock contained in its Registration Statement on Form 8-A/A filed on May 25, 2000, and all
amendments or reports filed for the purpose of updating such description.
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In addition, all documents and reports subsequently filed by the NBT Bancorp Inc. (the “Company”) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents or reports. Any statement contained 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.
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Not applicable.
| Item 5. |
Interests of Named Experts and Counsel.
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Not applicable.
| Item 6. |
Indemnification of Directors and Officers.
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Reference is made to the provisions of Delaware General Corporation Law (“DGCL”), Article VI of the Amended and Restated Bylaws of NBT Bancorp Inc. and Article 12 of
the Restated Certificate of Incorporation, as amended, of NBT Bancorp Inc.
The Company is a Delaware corporation subject to the applicable indemnification provisions of the DGCL. Section 145 of the DGCL provides for the indemnification, under certain
circumstances, of persons who are or were directors, officers, employees or agents of a corporation, or are or were serving at the request of a corporation in such a capacity with another business organization or entity, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such actions, suits or proceedings, whether civil, criminal, administrative, or investigative, brought or threatened
against or involving such persons because of such person's service in any such capacity. In the case of actions brought by or in the right of a corporation, Section 145 provides for indemnification of expenses (including attorneys’ fees) if the
person seeking indemnification acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged liable to the corporation unless, and only upon a determination by the Court of Chancery or the court in which such action or suit was brought, despite the adjudication of
liability but in view of all the circumstances of the case, such person is reasonably and fairly entitled to indemnity for such expenses.
The Company’s Amended and Restated Bylaws contain provisions providing that the Company shall indemnify any person who was or is a party or threatened to be made a party to any
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving at the request of the Company as a director of another
corporation, partnership, joint venture, trust, or other enterprise, to the maximum extent authorized by DGCL.
The Company’s Restated Certificate of Incorporation, as amended, provides that a director of the Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Company or its stockholders; (2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (3) under Section 174 of the DGCL; or (4) for any transaction from which the director derived an improper personal benefit.
| Item 7. |
Exemption from Registration Claimed.
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Not applicable.
| Item 8. |
Exhibits.
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Exhibit
No.
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Description
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Restated Certificate of Incorporation of NBT Bancorp Inc., as amended through July 1, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 10, 2015)
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Amended and Restated Bylaws of NBT Bancorp Inc., effective May 22, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 23, 2018)
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Opinion of Hogan Lovells US LLP.
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NBT Bancorp Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 21, 2024).
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Consent of KPMG LLP.
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Consent of Hogan Lovells US LLP (included in Exhibit 5.1).
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Power of Attorney (included on signature page hereto).
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Filing Fee Table
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Item 9.
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Undertakings.
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(a) 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;
(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. 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 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section 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.
(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act 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 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than for
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 and will be governed by the final adjudication of such issue.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 City of Norwich, State of New York on May 21, 2024.
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NBT BANCORP INC.
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By:
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/s/ Scott A. Kingsley
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Scott A. Kingsley
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President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott A. Kingsley and M. Randolph Sparks, Esq. and each and any of them, his or her true and lawful
attorney-in-fact and agent, with 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 amendments to this registration statement, and to file the same, with all
exhibits and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her
substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Scott A. Kingsley
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President, Chief Executive Officer and Director
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May 21, 2024
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| Scott A. Kingsley | ||||
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/s/ Annette L. Burns
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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May 21, 2024
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| Annette L. Burns | ||||
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/s/ Martin A. Dietrich
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Chairman of the Board and Director
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May 21, 2024
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| Martin A. Dietrich | ||||
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/s/ John H. Watt, Jr.
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Vice Chairman of the Board and Director
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May 21, 2024
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John H. Watt, Jr.
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/s/ Johanna R. Ames
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Director
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May 21, 2024
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Johanna R. Ames
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/s/ J. David Brown
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Director
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May 21, 2024
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J. David Brown
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/s/ Richard J. Cantele, Jr.
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Director
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May 21, 2024
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Richard J. Cantele, Jr.
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/s/ Timothy E. Delaney
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Director
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May 21, 2024
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Timothy E. Delaney
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/s/ Heidi M. Hoeller
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Director
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May 21, 2024
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Heidi M. Hoeller
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/s/ Andrew S. Kowalczyk III
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Director
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May 21, 2024
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Andrew S. Kowalczyk III
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/s/ V. Daniel Robinson II
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Director
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May 21, 2024
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V. Daniel Robinson II
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/s/ Matthew J. Salanger
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Director
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May 21, 2024
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Matthew J. Salanger
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/s/ Lowell A. Seifter
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Director
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May 21, 2024
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Lowell A. Seifter
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/s/ Jack H. Webb
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Director
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May 21, 2024
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Jack H. Webb
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Exhibit 5.1
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Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
T +1 202 637 5600
F +1 202 637 5910
www.hoganlovells.com
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May 21, 2024
Board of Directors
NBT Bancorp Inc.
52 South Broad Street
Norwich, NY 13815
Ladies and Gentlemen:
We are acting as counsel to NBT Bancorp Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S‑8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the proposed offering of up to 1,264,171 newly
issued shares of the common stock, par value $0.01 per share (the “Common Stock”) of the Company (the “Shares”), all of which shares are issuable pursuant to the NBT
Bancorp Inc. 2024 Omnibus Incentive Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S‑K, 17 C.F.R.
§ 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our
examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and
the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the
documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and
(iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors or a committee thereof and in the Plan, the Shares will be validly issued, fully paid, and nonassessable.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP,
with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg
Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated
Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar. Business Service Centers: Johannesburg Louisville. Legal Services Center: Berlin. For more information see www.hoganlovells.com
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NBT Bancorp Inc.
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May 21, 2024
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This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the effective date of the Registration
Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Act.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
Exhibit 23.1
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KPMG LLP
515 Broadway
Albany, NY 12207-2974 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 29, 2024, with respect to the consolidated financial statements of NBT Bancorp Inc. and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by
reference.
Albany, New York
May 21, 2024
May 21, 2024
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KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
NBT Bancorp Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type
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Security Class Title(1)
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Fee
Calculation
Rule
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Amount Registered(2)
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Proposed
Maximum
Offering Price
Per Unit
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Maximum
Aggregate
Offering Price
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Fee Rate
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Amount of
Registration
Fee(1)(3)
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Equity
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Common Stock, $0.01 par value per share
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Other
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1,264,171
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$37.665
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$47,615,000.72
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0.00014760
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$7,027.98
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Total Offering Amounts
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$47,615,000.72
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$7,027.98
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Total Fee Offsets
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—
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—
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Net Fee Due
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$7,027.98
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), that
become issuable under the NBT Bancorp Inc. 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that
increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Represents 1,264,171 shares of Common Stock available for issuance under the 2024 Incentive Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based
upon the average of the high and low prices per share of Common Stock of the Registrant as reported on Nasdaq on May 14, 2024, which was $37.665 per share.
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