As filed with the Securities and Exchange Commission on February 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Bank of N.T. Butterfield & Son Limited
(Exact name of registrant as specified in its
charter)
charter)
| Bermuda | N/A | |||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
65 Front Street
Hamilton, HM 12
Bermuda
+1 441 295 1111
(Address of principal executive offices) (Zip Code)
Amended and Restated 2020 Omnibus Share Incentive Plan
(Full title of the Plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copies to:
Simon Des-Etages
General Counsel and Group Chief Legal Officer
The Bank of N.T. Butterfield & Son Limited
65 Front Street
Hamilton, HM 12, Bermuda
Telephone: +1 441 295 1111
Facsimile: +1 441 292 4365
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ☐ | ||||||||||||||||||||||||||||||||||
Non-accelerated filer ☐ | Smaller reporting company ☐ | ||||||||||||||||||||||||||||||||||
Emerging growth company ☐ | |||||||||||||||||||||||||||||||||||
4923-0552-3213 v.2
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
The purpose of this Form S-8 Registration Statement is to register an additional 5,000,000 voting ordinary shares of The Bank of N.T. Butterfield & Son Limited (“we,” “our,” “us,” or the “Company”), par value BM$0.01 per share (the “Common Shares”), that may be offered pursuant to our Amended and Restated 2020 Omnibus Share Incentive Plan (the “Plan”), which was amended and restated on February 10, 2025 to increase the number of Common Shares reserved for issuance thereunder.
In accordance with General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8 registering 3,000,000 Common Shares issuable under the Plan and previously filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2020 (File No. 333-238042), including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). 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 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:
1. The Company’s Annual Report on Form 20-F for the year ended December 31, 2023, which the Company filed with the Commission on February 21, 2024;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 20-F referenced above; and
3. The description of the Company’s Common Shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-37877), filed with the SEC on September 14, 2016, which incorporates by reference the description of the Company’s Common Shares set forth under the heading “Description of Share Capital” in the prospectus forming part of the Company’s Registration Statement on Form F-1 (File No. 333-212896), as amended, originally filed with the SEC on August 4, 2016, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including all reports on Form 6-K subsequently filed by the Company which state that
they are incorporated by reference herein, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of 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 purposes of this Registration Statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company’s Amended & Restated Bye-laws provide that: (i) we must indemnify our directors and officers for any acts or omissions in the execution of their duties, provided that we will have no obligation to indemnify any director or officer in the case of fraud or dishonesty by such person; (ii) we may purchase and maintain insurance on behalf of our directors or officers (including the directors and officers of any subsidiary of the Company) in respect of any loss arising or liability due to negligence, default, breach of duty or breach of trust; and (iii) we may advance monies to our directors or officers (including the directors and officers of any subsidiary of the Company) for the costs, charges and expenses incurred by these persons in defending any civil or criminal proceeding, provided that the director or officer for which monies are advanced must repay us the advance if any allegation of fraud or dishonestly is proved against such person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The Company 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 a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in the effective 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 (a)(1)(i) and (a)(1)(ii) above 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 Company 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.
(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’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 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Hamilton, Bermuda on February 11, 2025.
| The Bank of N.T. Butterfield & Son Limited | |||||||||||||||||||||||||||||||||||
| By: | /s/ Craig Bridgewater | ||||||||||||||||||||||||||||||||||
| Name: | Craig Bridgewater | ||||||||||||||||||||||||||||||||||
| Title: | Group Chief Financial Officer | ||||||||||||||||||||||||||||||||||
POWER OF ATTORNEY
We the undersigned directors and executive officers do hereby constitute and appoint Michael Collins, Michael Schrum, Craig Bridgewater and Simon Des-Etages, and each of them acting individually with full power of substitution, our true and lawful attorney-in-fact and agent to do any and all acts and things in our name and behalf in our capacities as directors and/or executive officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto (including post-effective amendments or any other registration statement filed pursuant to the provisions of Rule 462(b) under the Securities Act); and we do hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signatures | Title | Date | |||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Michael Collins | Chairman and Chief Executive Officer | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Michael Collins | (Principal Executive Officer) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Michael Schrum | President and Group Chief Risk Officer, Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Michael Schrum | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Craig Bridgewater | Group Chief Financial Officer | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Craig Bridgewater | (Principal Financial Officer and Principal Accounting Officer) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Alastair Barbour | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Alastair Barbour | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Sonia Baxendale | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Sonia Baxendale | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Stephen Cummings | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stephen Cummings | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Mark Lynch | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mark Lynch | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Ingrid Pierce | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Ingrid Pierce | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ Jana Schreuder | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Jana Schreuder | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| /s/ John Wright | Director | February 11, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| John Wright | |||||||||||||||||||||||||||||||||||||||||||||||||||||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the United States Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States for The Bank of N.T. Butterfield & Son Limited, has signed this Registration Statement and any amendment thereto in Delaware on February 11, 2025.
PUGLISI & ASSOCIATES,
| By: | /s/ Donald J. Puglisi | ||||||||||||||||||||||||||||||||||
| Name: | Donald J. Puglisi | ||||||||||||||||||||||||||||||||||
| Title: | Managing Director | ||||||||||||||||||||||||||||||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||||||||||||||||||||
| Amended and Restated Bye-laws of The Bank of N.T. Butterfield & Son Limited (incorporated herein by reference to Exhibit 1.1 to the registrant’s Annual Report on Form 20-F, filed on February 22, 2023) | ||||||||||||||||||||||||||
| The N.T. Butterfield & Son Bank Act, 1904 (incorporated by reference to Exhibit 3.2 to the registrant’s Registration Statement on Form F-1, filed on August 4, 2016) | ||||||||||||||||||||||||||
| Form of Specimen of Common Registered Share Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form F-1/A, filed on August 30, 2016) | ||||||||||||||||||||||||||
| The Bank of N.T. Butterfield & Son Limited Amended and Restated 2020 Omnibus Share Incentive Plan* | ||||||||||||||||||||||||||
| Opinion of Conyers Dill & Pearman Limited* | ||||||||||||||||||||||||||
| Consent of PricewaterhouseCoopers Ltd.* | ||||||||||||||||||||||||||
| Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)* | ||||||||||||||||||||||||||
| Power of Attorney (included on signature page)* | ||||||||||||||||||||||||||
| Calculation of Filing Fee Table* | ||||||||||||||||||||||||||
*Filed herewith.