-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJhaoJMm98LHTVuWmOD4N78DKCAnQRZx+Q9wwLhXHBzlmjajQn/n5suLbBdJcG6t odWhfw7nCMR+pXGhTbpWsw== 0000950135-96-002827.txt : 19960629 0000950135-96-002827.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950135-96-002827 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960627 EFFECTIVENESS DATE: 19960716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PRIVATE BANCORP INC CENTRAL INDEX KEY: 0000821127 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042976299 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-06941 FILM NUMBER: 96586720 BUSINESS ADDRESS: STREET 1: 10 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175561900 MAIL ADDRESS: STREET 1: 10 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 S-8 1 BOSTON PRIVATE BANCORP, INC. 1 As filed with the Securities and Exchange Commission on ______, 1996 File No. 33- ________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ BOSTON PRIVATE BANCORP, INC (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2976299 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109 (Address of Principal Executive Offices) ----------------------------- BOSTON PRIVATE BANCORP, INC. DIRECTORS' STOCK OPTION PLAN OF MARCH 31, 1993 (Full title of the Plan) ------------------------------ TIMOTHY L. VAILL, BOSTON PRIVATE BANCORP, INC. PRESIDENT AND CHIEF EXECUTIVE OFFICER TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109 (Name and address of agent for service) (617) 556-1900 (Telephone number, including area code, of agent for service) Copies to: WILLIAM P. MAYER, ESQ. GOODWIN, PROCTER & HOAR EXCHANGE PLACE BOSTON, MA 02109 (617) 570-1000 ------------------------------ Calculation of Registration Fee =============================================================================================
Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Price Per Aggregate Offering Amount of to be Registered Registered(1) Share(2) Price Registration Fee - ---------------------------------------------------------------------------------------------- Common Stock, 200,000 $3.875 $775,000 $267.24 $1.00 par value ============================================================================================== (1) Plus such additional number of shares as may be required pursuant to the option plans in the event of a stock dividend, reverse stock split, split-up, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of determining the amount of the registration fee and is based upon the market value of outstanding shares of Boston Private Bancorp, Inc. Common Stock on June 21, 1996, utilizing the average of the high and low sale prices reported on the NASDAQ SmallCap Market on that date.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ----------------------------------------------- Incorporated by reference in this Registration Statement are the following documents previously filed by the Company with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (a) The Company's latest annual report filed pursuant to Sections 13(a) or 15(d) of the Exchange Act. (b) All other reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above. (c) The description of the Company's common stock contained in the Company's Registration Statement on Form 8-A dated September 24, 1987, and any amendment or reports filed for the purpose of updating such description. In addition, all documents subsequently filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder 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 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 hereof to the extent that a statement contained herein or in any subsequently filed document which also is incorporated or 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. ------------------------- Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. -------------------------------------- Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. ----------------------------------------- The Company is a Massachusetts corporation. Reference is made to Chapter 156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"), which enables a corporation in its original articles of organization or an amendment thereto to eliminate or limit the personal liability of a director for monetary damages for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing for liability of directors for authorizing illegal distributions and for making loans to directors, officers and certain shareholders) or (iv) for any transaction from which a director derived an improper personal benefit. Reference also is made to Chapter 156B, Section 67 of the MBCL, which provides that a corporation may indemnify directors, officers, employees and other agents and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in any capacity with respect to any employee benefit plan, to the extent specified or authorized by the articles of organization, a by-law adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Such indemnification may include payment by the corporation of expenses incurred in 2 3 defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under Section 67 which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan. No indemnification shall be provided, however, for any person with respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such person's action was in the best interest of the corporation or to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The Articles of Organization of the Company provide for indemnification of the officers and directors of the Company to the full extent permitted by applicable law. The Company and its directors and officers currently carry liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. ----------------------------------- Not Applicable. ITEM 8. EXHIBITS. -------- The exhibits listed in the accompanying Exhibit Index are filed as part of this Registration Statement. ITEM 9. UNDERTAKINGS. ------------ (a) The undersigned registrant hereby undertakes that it will: (1) File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the Registration Statement; and (iii) include any material information on the plan of distribution additional or changed; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed 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) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered , and the offering of the securities at that time to be the initial BONA FIDE offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 3 4 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 City of Boston, Commonwealth of Massachusetts, on this 19th day of June, 1996. BOSTON PRIVATE BANCOPR, INC. By: /s/ Timothy L. Vaill --------------------------- Timothy L. Vaill, President POWER OF ATTORNEY We, the undersigned officers and Directors of Boston Private Bancorp, Inc., hereby severally constitute Charles O. Wood III, Eugene S. Colangelo, and Timothy L. Vaill, 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 and in such other capacities as the undersigned may from time to time serve in the future, the registration statement filed herewith and any and all amendments to said registration statement, and generally to do all such things in our names in our capacities as officers and Directors to enable Boston Private Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, 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. Witness our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. /s/ Timothy L. Vaill President, Chief June 19, 1996 - -------------------------- Execuive Officer and Timothy L. Vaill Director (Principal Executive Officer) /s/ Albert R. Rietheimer Chief Financial Officer June 19, 1996 - -------------------------- Albert R. Rietheimer /s/ Herbert S. Alexander Director June 19, 1996 - -------------------------- Herbert S. Alexander Director June 19, 1996 - -------------------------- John M. Barry /s/ Peter C. Bennett Director June 19, 1996 - -------------------------- Peter C. Bennett 4 5 /s/ Eugene S. Colangelo Director June 19, 1996 - -------------------------- Eugene S. Colangelo /s/ Michael M. Davis Director June 19, 1996 - -------------------------- Michael M. Davis /s/ Kate S. Flather Director June 19, 1996 - -------------------------- Kate S. Flather /s/ Lynn Thompson Hoffman Director June 19, 1996 - -------------------------- Lynn Thompson Hoffman /s/ E. Christopher Palmer Director June 19, 1996 - -------------------------- E. Christopher Palmer /s/ Robert A. Radloff Director June 19, 1996 - -------------------------- Robert A. Radloff /s/ Eugene F. Rivers, III Director June 19, 1996 - -------------------------- Eugene F. Rivers, III Director June 19, 1996 - -------------------------- Allen Sinai /s/ Charles O. Wood, III Director June 19, 1996 - -------------------------- Charles O. Wood, III 5 6 EXHIBIT INDEX PAGE IN SEQUENTIALLY EXHIBIT NO. DESCRIPTION NUMBERED COPY ----------- ----------- ------------- 5 Opinion of Goodwin, Procter & Hoar as to the legality of securities being offered 23.1 Consent of Goodwin, Procter & Hoar (included in Exhibit 5 of this registration statement) 23.2 Consent of KPMG Peat Marwick LLP 24 Power of Attorney (included in Part II of this registration statement) 6 EX-5 2 OPINION OF GOODWIN, PROCTER & HOAR 1 EXHIBIT 5 GOODWIN, PROCTER & HOAR LLP COUNSELLORS AT LAW EXCHANGE PLACE BOSTON, MASSACHUSETTS 02109-2881 TELEPHONE (617) 570-1000 TELECOPIER (617) 523-1231 June 21, 1996 Boston Private Bancorp, Inc. Ten Post Office Square Boston, MA 02109 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: This opinion is delivered in our capacity as special counsel to Boston Private Bancorp, Inc. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to 200,000 Shares of Common Stock, par value $1.00 per share (the "Registered Shares"). The Registered Shares are to be sold by the Company pursuant to the Company's Directors' Stock Option Plan of March 31, 1993 (the "Plan"). As special counsel for the Company, we have examined a copy of the Plan, as amended, the Company's Amended and Restated Articles of Organization and By-laws, each as presently in effect, and such records, certificates and other documents of the Company as we have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that, when the Registered Shares are sold and paid for pursuant to the terms of the Plan, the Registered Shares will be duly authorized, legally issued, fully paid and non-assessable by the Company under the Massachusetts Business Corporation Law. We hereby consent to being named as counsel to the Company in the Registration Statement and to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ GOODWIN, PROCTER & HOAR L.L.P. GOODWIN, PROCTER & HOAR L.L.P. EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 Exhibit 23.2 ACCOUNTANTS' CONSENT The Board of Directors Boston Private Bancorp, Inc.: We consent to the use of our report dated January 17, 1996 incorporated by reference in the Registration Statement on Form S-8. /s/ KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP Boston, Massachusetts June 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----