Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
In connection with the execution of the Merger Agreement, Bar Harbor, Bar Harbor Bank, Lake Sunapee and Lake Sunapee Bank are entering into
settlement agreements with Stephen R. Theroux, Laura Jacobi, William J. McIver, Sharon Whitaker, Jodi Hoyt, H. Bliss Dayton, and Stephen Ensign.
The settlement agreements settle the benefits owed to the executives under their employment or consulting agreements, as applicable, with Lake
Sunapee and Lake Sunapee Bank. Under the settlement agreements, Messrs. Theroux, McIver, Dayton and Ensign, and Mses. Jacobi, Whitaker and Hoyt will be entitled to a cash payment equal to $960,407, $845,000, $141,427, $180,000, $250,000, $223,000,
$167,800, respectively. The settlement agreements provide that the cash payment made at closing shall be limited so that the payments with respect to the executives do not result in an excess parachute payment within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended. The settlement agreements for Messrs. Theroux, McIver, Dayton and Ensign, and Mses. Jacobi, Whitaker and Hoyt are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and
10.8 and incorporated herein by reference.
The foregoing description of the settlement agreements is qualified in its entirety by
reference to the settlement agreements attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8 and incorporated herein by reference.
Forward-Looking Statements
This report contains some statements that may constitute forward-looking statements. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements reflect Lake Sunapees current views about future events
and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause Lake Sunapees actual results to differ significantly from those expressed in any forward-looking statement. You should not rely uncritically on
forward-looking statements because they involve significant known and unknown risks, uncertainties and other factors that are, in some cases, beyond Lake Sunapees control and which could materially affect actual results. The factors that could
cause actual results to differ materially from current expectations include failure to complete the proposed Merger, the imposition of adverse regulatory conditions in connection with regulatory approval of the proposed Merger, disruption to the
parties businesses as a result of the announcement and pendency of the Merger, the inability to realize expected cost savings or to implement integration plans and other adverse consequences associated with the Merger, changes in general
economic conditions, changes in interest rates, changes in competitive product and pricing pressures among financial institutions within Lake Sunapees markets, changes in the financial condition of Lake Sunapees borrowers and other
factors discussed in the reports that Lake Sunapee files with the Securities and Exchange Commission. The forward-looking statements contained herein represent Lake Sunapees judgment as of the date of this report, and Lake Sunapee cautions
readers not to place undue reliance on such statements. For further information, please refer to Bar Harbor and Lake Sunapees reports filed with the SEC.
Important Additional Information for Stockholders and Where to Find It
In connection with the Merger, Bar Harbor will file with the SEC a registration statement on Form S-4 to register shares of Bar Harbor
common stock to be issued to Lake Sunapees stockholders. The registration statement will include a proxy statement of Lake Sunapee and a proxy statement and a prospectus of Bar Harbor. A definitive proxy statement and prospectus will be mailed
to Bar Harbor and Lake Sunapee stockholders seeking their approval of the Merger. Bar Harbor and Lake Sunapee may also file other relevant documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF BAR HARBOR AND LAKE SUNAPEE ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Such documents are not currently available. Investors and security holders will be able
to obtain the documents (when available) free of charge at the SECs website, www.sec.gov. Copies of the documents filed with the SEC by Bar Harbor and Lake Sunapee will be available free of charge on Bar Harbors website at www.bhbt.com
under the tab Shareholder Relations and then under the heading SEC Filings or by contacting the Investor Relations Contact listed on the Investor Relations webpage or on Lake Sunapees website at www.lakesunbank.com
under the tab
Investor Relations and then under the heading SEC Filings or by contacting the Investor Relations Contact listed on the Investor Relations webpage. You may also read and
copy any reports, statements and other information filed with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington DC. Information about the operation of the SEC Public Reference Room may be obtained by calling the
SEC at 1-800-SEC-0330. The information on Bar Harbor and Lake Sunapees websites is not, and shall not be deemed to be, a part of this report or incorporated into other filings Bar Harbor or Lake Sunapee make with the SEC.
Bar Harbor, Lake Sunapee and their respective directors, executive officers and members of management may be deemed to be participants in the
solicitation of proxies from the stockholders of Bar Harbor and Lake Sunapee in connection with the transaction. Information about the directors and executive officers of Bar Harbor is set forth in the proxy statement for Bar Harbors 2016
annual meeting of stockholders filed with the SEC on March 23, 2016. Information about the directors and executive officers of Lake Sunapee is set forth in the proxy statement for Lake Sunapees 2016 annual meeting of stockholders filed
with the SEC on March 28, 2016. Additional information regarding the interests of these participants and other persons who may be deemed participants in the Merger may be obtained by reading the joint proxy statement/prospectus regarding the
Merger when it becomes available.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval.