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 (the “
Exchange Act
”), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission. The following filings of the registrant with the Securities and Exchange Commission are incorporated in this registration statement by reference:
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 that indicates that all securities offered hereby have been sold, or that 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. The registrant is not incorporating by reference any documents or portions thereof that are not considered to be “filed” with the Securities and Exchange Commission.
Any statement contained in this registration statement or in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement 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 Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.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
Caitlin Dunston, Corporate Counsel of Bar Harbor Bank & Trust (a subsidiary of the registrant), has opined as to the legality of the shares of common stock being offered by this registration statement.
Ms. Dunston is eligible to participate in the plan covered by this registration statement.
Item 6. Indemnification of Directors and Officers
The Maine Business Corporation Act, Title 13-C M.R.S.A. Section 101, et seq. (the “
MBCA
”), sets forth the ability of a corporation organized under the laws of the State of Maine to indemnify its officers and directors. The MBCA provides that, subject to certain exceptions, a Maine corporation may indemnify an individual who is party to a proceeding because that individual is a director of the corporation against liability if (A)(i) the individual’s conduct was in good faith, (ii) the individual reasonably believed that (a) in the case of conduct in the individual’s official capacity, that the
individual’s conduct was in the corporation’s best interests and (b) in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests, and (iii) in the case of any criminal proceeding, the individual had no reasonable cause to believe that the individual’s conduct was unlawful or (B) the individual engaged in conduct for which indemnification is permissible or obligatory under the corporation’s articles of incorporation. The MBCA further provides that a Maine corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
A Maine corporation may also, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with a proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors,
provided
that the individual makes certain written affirmation and undertakings. The corporation’s board of directors or shareholders may authorize any such advancement of funds or reimbursement of expenses,
provided
that such authorization is effected in the manner contemplated by Section 854 of the MBCA.
A Maine corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because the officer is an officer of the corporation to the same extent as a director and, if the officer is an officer but not a director, to such further extent as may be provided in the corporation’s articles of incorporation, the bylaws, a resolution of the corporation’s board of directors or a contract, subject to certain exceptions. An officer of a Maine corporation who is not also a director is entitled under the MBCA to mandatory indemnification to the same extent to which a director may be entitled to such indemnification.
Notwithstanding the foregoing, a Maine corporation has no power to indemnify a director or officer unless it has made a determination that the person has met the relevant standard of conduct.
The bylaws of the registrant set forth the circumstances under which the registrant shall, and the requirements to be fulfilled in order for the registrant to, provide indemnification to its directors and officers. The bylaws provide for mandatory indemnification, including that, subject to certain exceptions, the registrant shall indemnify a director and officer in connection with any proceedings to which any such person is a party or is threatened to be made a party by reason of the fact that they are or were a director or officer of the registrant or, while a director or officer of the registrant, were serving at the request of the registrant as a director, officer, partner or other agent of another entity, against expenses incurred by that person in connection with such action,
provided
, among other things, that the person to be indemnified acted in good faith. In addition, the bylaws provide for advancement of funds to pay for or reimbursement of reasonable expenses incurred by a director or officer in certain circumstances.
The registrant maintains directors and officers liability insurance in amounts and on terms which the registrant’s Board of Directors deems reasonable. In the ordinary course of business, the registrant’s Board of Directors regularly reviews the scope and adequacy of such insurance coverage.
The registrant has entered into an employment agreement with its President and Chief Executive Officer, which provides for reimbursement of expenses in certain instances. The registrant has also entered into change in control agreements with certain of its officers, which provide for indemnification for expenses in some instances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
5.1
|
|
|
10.1
|
|
|
23.1
|
|
|
23.2
|
|
|
24.1
|
|
|