-----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, STS9zA8JMTN8I23kUu67bTLwE1FB2m+qpgiUJtLOjxYaVPs+3e5uzK9fuITUkMO8 O1iGgj1ePiid7WChfUBLvA== 0000950135-03-003552.txt : 20030619 0000950135-03-003552.hdr.sgml : 20030619 20030619151135 ACCESSION NUMBER: 0000950135-03-003552 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 033-19425 FILED AS OF DATE: 20030619 EFFECTIVENESS DATE: 20030619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETBOSTON FINANCIAL CORP CENTRAL INDEX KEY: 0000050341 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 050341324 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-106274 FILM NUMBER: 03750178 BUSINESS ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173464000 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: FLEET BOSTON CORP DATE OF NAME CHANGE: 19991001 FORMER COMPANY: FORMER CONFORMED NAME: FLEET NORSTAR FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920525 FORMER COMPANY: FORMER CONFORMED NAME: FLEET FINANCIAL GROUP INC DATE OF NAME CHANGE: 19880110 S-8 1 b46963s8sv8.txt FLEETBOSTON FINANCIAL CORPORATION As filed with the Securities and Exchange Commission on June 19, 2003 Registration No. 333- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FLEETBOSTON FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) -------------------------------------------------------------------------- RHODE ISLAND 05-0341324 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 (Address of Principal Executive Offices) (Zip Code)
FLEETBOSTON FINANCIAL SAVINGS PLAN (Full title of the plan) ---------------------------------------- GARY A. SPIESS, ESQ. JANICE B. LIVA, ESQ. Executive Vice President, General Counsel and Deputy General Counsel and Assistant Secretary Secretary FLEETBOSTON FINANCIAL CORPORATION FLEETBOSTON FINANCIAL CORPORATION 100 FEDERAL STREET 100 FEDERAL STREET BOSTON, MASSACHUSETTS 02110 BOSTON, MASSACHUSETTS 02110 617-434-2870 617-434-8630
(Names, addresses and telephone numbers, including area codes, of agents for service) ------------------------------------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration to be Registered Registered Share(1) Price(1) Fee(1) ---------------- ---------- --------- --------- ------- Common Stock, par value $.01 per share(2) 7,000,000 $30.35 $212,450,000 $17,188 shares(3) Participation Interests (4) (4) (4) (4)
(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee, based on the average of the high and low prices of the Registrant's Common Stock as reported by the New York Stock Exchange on June 13, 2003. (2) Including preferred share purchase rights. (3) This Registration Statement also covers such indeterminate amount of securities as may be offered or sold pursuant to the plan to prevent dilution, pursuant to Rule 416(a). (4) Pursuant to Rule 416(c), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plan. Pursuant to Rule 457(h)(2), no additional fee is required. PURSUANT TO RULE 429, THE PROSPECTUS USED IN CONNECTION WITH THE SECURITIES COVERED BY THIS REGISTRATION STATEMENT ALSO RELATES TO 958,584 SHARES OF COMMON STOCK PREVIOUSLY REGISTERED UNDER REGISTRATION STATEMENT NO. 33-19425, AND THIS CONSTITUTES A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002; (b) The Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2003; (c) The Registrant's current reports on Form 8-K filed January 10, 2003, January 16, 2003, February 18, 2003, and April 16, 2003; (d) The description of the Registrant's common stock contained in a Registration Statement filed by Industrial National Corporation (predecessor to the Registrant) on Form 8-B dated May 29, 1970, and any amendment or report filed for the purpose of updating such description; and (e) The description of the Preferred Share Purchase Rights contained in the Registration Statement on Form 8-A dated November 7, 2000. The FleetBoston Financial Savings Plan (the "Plan") hereby incorporates by reference into this Registration Statement the Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 2001, as heretofore filed with the Commission. All documents subsequently filed by the Registrant or the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of common stock offered have been sold or which deregisters all such shares 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 incorporated by reference herein shall be deemed to be modified or superseded for 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 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. II-2 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Registrant's By-laws provide for indemnification to the extent permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law. Such section, as adopted by the By-laws, requires the Registrant to indemnify directors, officers, employees or agents against judgments, fines, reasonable costs, expenses and counsel fees paid or incurred in connection with any proceeding to which such director, officer, employee or agent or his legal representative may be a party (or for testifying when not a party) by reason of his being a director, officer, employee or agent, provided that such director, officer, employee or agent shall have acted in good faith and shall have reasonably believed (a) if he was acting in his official capacity that his conduct was in the Registrant's best interest, (b) in all other cases that his conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The Registrant's By-laws provide that such rights to indemnification are contract rights and that the expenses incurred by an indemnified person shall be paid in advance of a final disposition of any proceeding, provided however, that if required under applicable law, such person must deliver a written affirmation that he has met the standards of care required under such provisions to be entitled to indemnification and provides an undertaking by or on behalf of such person to repay all amounts advanced if it is ultimately determined that such person is not entitled to indemnification. With respect to possible indemnification of directors, officers and controlling persons of the Registrant for liabilities arising under the Securities Act of 1933 (the "Act") pursuant to such provisions, the Registrant is aware that the Securities and Exchange Commission has publicly taken the position that such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. A list of the exhibits included as part of this Registration Statement is set forth in the Exhibit Index which immediately precedes such exhibits and is hereby incorporated by reference herein. Item 9. Undertakings. The Corporation 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 Act; II-3 ii. To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement (or the most recent post-effective amendment thereto); 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. shall 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 this Registration Statement. (2) That, for the purpose of determining any liability under the 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. The Registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the Corporation's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing of the 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all 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, and the Commonwealth of Massachusetts, on the 19th day of June, 2003. FLEETBOSTON FINANCIAL CORPORATION By: /s/ CHARLES K. GIFFORD ---------------------------------- Charles K. Gifford Chairman and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints the Chairman, the President, the Chief Financial Officer, the Chief Accounting Officer or the Secretary, or any of them, acting alone, as his true and lawful attorney-in-fact, with full power and authority to execute in the name, place and stead of each such person in any and all capacities and to file, an amendment or amendments to the Registration Statement (and all exhibits thereto) and any documents relating thereto, which amendments may make such changes in the Registration Statement as said officer or officers so acting deem(s) advisable. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 19th day of June, 2003.
SIGNATURE TITLE --------- ----- /s/ CHARLES K. GIFFORD Chairman of the Board, Chief - -------------------------------------- Executive Officer and Director Charles K. Gifford /s/ ROBERT C. LAMB, JR. Executive Vice President and Chief - -------------------------------------- Financial Officer Robert C. Lamb, Jr. /s/ ERNEST L. PUSCHAVER Chief Accounting Officer - ------------------------------------- Ernest L. Puschaver /s/ JOEL B. ALVORD Director - ------------------------------------- Joel B. Alvord /s/ WILLIAM BARNET, III Director - ------------------------------------- William Barnet, III /s/ DANIEL P. BURNHAM Director - ------------------------------------- Daniel P. Burnham
II-5
SIGNATURE TITLE --------- ----- /s/ KIM B. CLARK Director - -------------------------------------- Kim B. Clark /s/ PAUL J. CHOQUETTE, JR. Director - -------------------------------------- Paul J. Choquette, Jr. /s/ JOHN T. COLLINS Director - -------------------------------------- John T. Collins /s/ GARY L. COUNTRYMAN Director - -------------------------------------- Gary L. Countryman /s/ MARIAN L. HEARD Director - -------------------------------------- Marian L. Heard /s/ ROBERT M. KAVNER Director - -------------------------------------- Robert M. Kavner /s/ THOMAS J. MAY Director - -------------------------------------- Thomas J. May /s/ TERRENCE MURRAY Director - -------------------------------------- Terrence Murray /s/ DONALD F. MCHENRY Director - -------------------------------------- Donald F. McHenry /s/ MICHAEL B. PICOTTE Director - -------------------------------------- Michael B. Picotte /s/ FRANCENE S. RODGERS Director - -------------------------------------- Francene S. Rodgers /s/ THOMAS M. RYAN Director - -------------------------------------- Thomas M. Ryan /s/ T. JOSEPH SEMROD Director - -------------------------------------- T. Joseph Semrod /s/ PAUL R. TREGURTHA Director - -------------------------------------- Paul R. Tregurtha
II_6 Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the 19th day of June, 2003. FLEETBOSTON FINANCIAL SAVINGS PLAN By: /s/ PATRICIA CALLAHAN FAY --------------------------------- Patricia Callahan Fay Director of Benefits Planning
II-7 EXHIBIT INDEX
Exhibit Number Exhibit - ------ ------- 5.1 Opinion of Edwards & Angell LLP 5.2 IRS Determination Letter regarding the Plan 23.1 Consent of PricewaterhouseCoopers LLP (the Registrant) 23.2 Consent of Ernst & Young LLP (the Plan) 23.3 Consent of Edwards & Angell LLP (included in opinion filed as Exhibit 5.1) 24 Power of Attorney of certain officers and directors of the Registrant (included on the signature pages hereto)
EX-5.1 3 b46963s8exv5w1.txt OPINION OF EDWARDS & ANGELL LLP EXHIBIT 5.1 [EDWARDS & ANGELL LLP LETTERHEAD] June 19, 2003 FleetBoston Financial Corporation 100 Federal Street Boston, MA 02110 Re: FleetBoston Financial Corporation Savings Plan Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 (the "Registration Statement") filed by FleetBoston Financial Corporation (the "Company") with the Securities and Exchange Commission on the date hereof in connection with the registration under the Securities Act of 1933, as amended, of (i) 7,000,000 additional shares of the Company's Common Stock, $.01 par value, including the associated preferred share purchase rights (the "Common Stock") and (ii) an indeterminate number of interests (the "Interests"), to be issued pursuant to the FleetBoston Financial Savings Plan (the "Plan"). We have served as counsel for the Company and, as such, have assisted in the organization thereof under the laws of the State of Rhode Island and are familiar with all corporate proceedings since its organization. We have examined the following documents and records: 1. The Restated Articles of Incorporation of the Company, as amended; 2. The By-Laws of the Company, as amended; 3. The Plan; 4. All corporate minutes and proceedings of the Company relating to the Plan and the issuance of the Common Stock being registered under the Registration Statement; and 5. The specimen certificate of Common Stock. [EDWARDS & ANGELL LLP LOGO] We have also examined such further documents, records and proceedings as we have deemed pertinent in connection with the issuance of said Common Stock and the Interests. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the completeness and authenticity of all documents submitted to us as originals, and the conformity to the originals of all documents submitted to us as certified, photostatic or conformed copies, and the validity of all laws and regulations. We are qualified to practice law in the State of Rhode Island and we do not purport to express any opinion herein concerning any law other than the laws of the State of Rhode Island and the federal law of the United States. Based upon such examination, it is our opinion that the Common Stock and the Interests being registered by the Registration Statement, when issued and paid for as contemplated by the Plan, will be legally issued, fully paid and non-assessable. We hereby consent to the use of our name in and the use of this opinion in connection with the Registration Statement and all amendments thereto. Very truly yours, EDWARDS & ANGELL, LLP /s/ EDWARDS & ANGELL, LLP ---------------------------
EX-5.2 4 b46963s8exv5w2.txt IRS DETERMINATION LETTER REGARDING THE PLAN . . . Exhibit 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P.O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: March 24, 1999 05-0341324 DLN: FLEET FINANCIAL GROUP INC. 17007247018038 C/O CHARLES W SHERMAN JR. Person to Contact: GROOM LAW GROUP CHARTERED CINDY PERRY ID# 31888 1701 PENNSYLVANIA AVE NW Contact Telephone Number: WASHINGTON, DC 20006 (877) 829-5500 Plan Name: FLEET FINANCIAL GROUP INC SAVINGS PLAN Plan Number: 002
Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some events that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated September 1, 1998. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) executed on July 1, 1996. This determination letter is also applicable for the amendment(s) dated on December 23, 1996. This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefitting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. This letter considers the changes in the qualifications requirements made by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, and the Taxpayer Relief Act of 1997, Pub. L. 105-34, and the changes in the qualifications requirements made by the Small Business Job Protection Act of 1996, Pub. L. 104-188, that are effective before the first day of the first plan year beginning after December 31, 1998. The information on the enclosed Publication 794 is an integral part of this determination. Please be sure to read and keep it with this letter. The requirement for employee benefits plans to file summary plan descriptions (SPD) with the U.S. Department of Labor was eliminated effective August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD card. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone are shown above. Sincerely yours, /s/ Ellen Murphy District Director Enclosures: Publication 794 Addendum This determination letter also applies to amendments adopted on: June 4, 1997; and August 26, 1998. 2 EX-23.1 5 b46963s8exv23w1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of FleetBoston Financial Corporation's Annual Report dated January 16, 2003 relating to the financial statements, which appears in this Form 10-K for the year ended December 31, 2002. /s/ PricewaterhouseCoopers, LLP Boston, Massachusetts June 19, 2003 EX-23.2 6 b46963s8exv23w2.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the FleetBoston Financial Savings Plan of our report dated June 3, 2002, with respect to the financial statements and schedule of the FleetBoston Financial Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ ERNST & YOUNG LLP Boston, Massachusetts June 13, 2003 -----END PRIVACY-ENHANCED MESSAGE-----