As filed with the Securities and Exchange Commission on May 27,
2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Bankwell Financial Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Connecticut |
20-8251355 |
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(State or Other Jurisdiction of Incorporation or
Organization) |
(I.R.S. Employer Identification No.) |
258 Elm Street
New Canaan, Connecticut 06840
(Address of Principal Executive Offices)(Zip Code)
2022 Bankwell Financial Group, Inc. Stock Plan
(Full Title of the Plan)
Penko K. Ivanov
Executive Vice President and CFO
Bankwell Financial Group, Inc.
258 Elm Street
New Canaan, Connecticut 06840
(Name
and Address of Agent For Service)
(203) 652-0166
(Telephone Number, Including Area Code, of Agent For
Service)
Copies to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
100 Westminster Street, Suite 1500
Providence, Rhode Island 02903
(401) 274-2000
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
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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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not
required to be filed with the Securities and Exchange Commission
(the “Commission”).
Item 2. Registrant Information and Employee
Plan Annual Information.
Not required to be filed with the Commission.
Note: The documents containing the information specified in this
Part I will be sent or given to Plan participants as specified by
Rule 428(b)(1). Such documents need not be filed with the
Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form,
taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act of 1933, as amended
(“Securities Act”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and in
accordance therewith files reports, proxy statements and other
information with the Commission. The following documents, which are
on file with the Commission, are incorporated in this registration
statement by reference:
(a) the description of the Registrant’s
common stock contained in the Registrant’s Registration Statement
on Form 8-A (File No. 001-36448) filed with the Commission on May
9, 2014 under Section 12(b) of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description;
(b) the Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, filed by the
Registrant with the Commission on March 8, 2022;
(c) the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2022, filed by
the Registrant with the Commission on May 6, 2022;
(d) the Registrant’s Definitive Proxy
Statement filed with the Commission on April 15, 2022, in
connection with the Registrant’s Annual Meeting of Shareholders
held on May 25, 2022; and
(e) the Registrant’s Current Reports on Form
8-K filed with the Commission on January 26, 2022, April 27, 2022
and May 25, 2022.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for the 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
The Registrant will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of any such
person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such
documents). Written requests should be directed to Penko Ivanov,
Chief Financial Officer, Bankwell Financial Group, Inc., 258 Elm
Street, New Canaan, Connecticut 06840. Telephone requests may be
directed to (203) 652-0166.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
Article VI of the Registrant’s Bylaws sets forth circumstances
under which directors, officers, employees and agents of the
Registrant may be insured or indemnified against liability which
they incur in their capacities as such, as follows:
The [Registrant] will indemnify the directors, officers, employees
and agents of the [Registrant] to the maximum extent permitted
and/or required by the Certificate of Incorporation or applicable
law. Without otherwise limiting the foregoing, Section 33-770 to
33-778 of the Connecticut Business Corporation Act, as from time to
time amended or superseded, governs and applies to certain matters
of indemnification of directors, officers, employees and agents of
the [Registrant], and is incorporated herein by reference as a part
of these Bylaws. Notwithstanding the foregoing, in no event shall
any payments made by the [Registrant] pursuant to this Article
SIXTH exceed the amount permissible under applicable state or
federal law, including but not limited to the limitations on
indemnification imposed by Section 18(k) of the Federal Deposit
Insurance Act and the regulation issued thereunder by the Federal
Deposit Insurance Corporation.
In addition, the Registrant also maintains insurance policies under
which its directors and officers are insured. Within the limits of
these policies, the Registrant’s directors and officers are insured
against expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities that might be imposed as a
result of such actions, suits or proceedings, to which they are
parties by reason of being or having been the Registrant’s
directors or officers.
The Registrant has entered into indemnification agreements with
certain of its executive officers and directors pursuant to which
the Registrant has agreed to indemnify such persons against certain
expenses and liabilities incurred or paid by such person in
connection with any proceeding arising from the fact that such
person is or was an officer or director of the Registrant, and to
advance expenses as incurred by or on behalf of such person in
connection therewith. The indemnification rights set forth above
are not be exclusive of any other right which an indemnified person
may have or hereafter acquire under any statute, provision of our
governing documents, agreement, vote of shareholders or
disinterested directors or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings.
1.Item
512(a) of Regulation S-K.
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; 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;
provided, however,
that paragraphs (i) and (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 the
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.
2.Item
512(b) of Regulation S-K.
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 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.
3.Item
512(h) of Regulation S-K.
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 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.
[Signature page to follow]
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 County of
Fairfield, State of Connecticut, on this 27th
day of May, 2022.
BANKWELL FINANCIAL GROUP, INC.
By: /s/
Penko K. Ivanov
Penko K. Ivanov., Executive Vice President and CFO
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Bankwell Financial
Group, Inc., hereby severally constitute and appoint Christopher R.
Gruseke and Penko K. Ivanov, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly,
to sign for us and in our names in the capacities indicated below,
the registration statement on Form S-8 filed herewith and any and
all subsequent amendments to said registration statement, and
generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable Bankwell
Financial Group, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments
thereto.
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.
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Signature |
Title |
Date |
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/s/ Christopher R. Gruseke
Christopher R. Gruseke
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Director, President and Chief Executive Officer
(Principal
Executive Officer)
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May 27, 2022 |
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/s/ Penko K. Ivanov
Penko
K. Ivanov
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Executive Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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May 27, 2022 |
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/s/ George P. Bauer
George
P. Bauer
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Director |
May 27, 2022 |
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/s/ Gail E.D. Brathwaite
Gail E.D. Brathwaite
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Director |
May 27, 2022 |
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/s/ Richard E. Castiglioni
Richard E. Castiglioni
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Director |
May 27, 2022 |
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/s/ Eric J. Dale
Eric J. Dale
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Director |
May 27, 2022 |
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/s/ Darryl M. Demos
Darryl M. Demos
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Director |
May 27, 2022 |
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/s/ Blake S. Drexler
Blake
S. Drexler
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Director |
May 27, 2022 |
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/s/ James M. Garnett, Jr.
James M. Garnett, Jr.
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Director |
May 27, 2022 |
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/s/ Todd Lampert
Todd Lampert
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Director |
May 27, 2022 |
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/s/ Victor S. Liss
Victor
S. Liss
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Director |
May 27, 2022 |
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/s/ Carl M. Porto
Carl M. Porto
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Director |
May 27, 2022 |
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/s/ Lawrence B. Seidman
Lawrence
B. Seidman
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Director |
May 27, 2022 |
INDEX TO EXHIBITS
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Number
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Description |
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4.1 |
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4.2 |
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5 |
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10 |
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23.1 |
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23.2 |
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24 |
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107 |
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