-----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, CCoKvWABchkEpNGqfUYHK+ySGoZ8qpHRbSlDQcmb8gIPPuZ8jd9ymG+za/B3vZi2 wiNqFY9TuCUC8Ku7W1Tk7A== 0000912057-96-006397.txt : 19960416 0000912057-96-006397.hdr.sgml : 19960416 ACCESSION NUMBER: 0000912057-96-006397 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960412 EFFECTIVENESS DATE: 19960501 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN BANCORP INC CENTRAL INDEX KEY: 0000793169 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 030304472 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02487 FILM NUMBER: 96546853 BUSINESS ADDRESS: STREET 1: 282 WILLISTON RD STREET 2: PO BOX 700 CITY: WILLISTON STATE: VT ZIP: 05495-0700 BUSINESS PHONE: 8028799000 MAIL ADDRESS: STREET 1: 282 WILLISTON ROAD STREET 2: P O BOX 700 CITY: WILLISTON STATE: VT ZIP: 05495-0700 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 12, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Eastern Bancorp, Inc. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 03-0304472 - ------------------------------ -------------------------------- (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF INCORPORATION) IDENTIFICATION NO.) 537 Central Avenue Dover, New Hampshire 03820 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 1987 STOCK OPTION PLAN - -------------------------------------------------------------------------------- (FULL TITLE OF THE PLAN) Edward Young, Esq. Hale and Dorr 60 State Street Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- (NAME AND ADDRESS OF AGENT FOR SERVICE) (617) 526-6000 - -------------------------------------------------------------------------------- (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- | | PROPOSED | PROPOSED | | | MAXIMUM | MAXIMUM | AMOUNT TITLE | | OFFERING | AGGREGATE | OF REGI- OF SECURITIES | AMOUNT TO BE | PRICE PER | OFFERING | STRATION TO BE REGISTERED | REGISTERED | SHARE(1) | PRICE(1) | FEE(1) - -------------------------------------------------------------------------------- | | | | Common Stock, | 80,000 | $24.13 | $1,930,400 | $666.00 $.01 par value | shares | | | - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and based on the average of the reported high and low sale prices of the Registrant's Common Stock on the Nasdaq National Market System on April 9, 1996. Page 1 of 8 Pages Exhibit Index Appears on Page 6 STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 (the "Registration Statement") incorporates by reference the contents of the Registration Statement on Form S-8, File No. 33-19280, filed by Eastern Bancorp, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on December 24, 1987, relating to the Company's 1987 Stock Option Plan. - 2 - 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 this Registration Statement 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 Town of Dover, State of New Hampshire, on this 29th day of March, 1996. EASTERN BANCORP, INC. By: /s/ John A. Cobb ------------------------ John A. Cobb, CPA President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of Eastern Bancorp, Inc., hereby severally constitute and appoint John A. Cobb, Janine K. Pinel and Edward Young, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names, in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Eastern Bancorp, Inc. to comply with the provisions of the Securities Act of 1933, as amended, 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. - 3 - 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. Signature Title Date - --------- ----- ---- /s/ John A. Cobb Director, President ) March 29, 1996 - ------------------------- and Chief Executive ) John A. Cobb, CPA Officer (Principal ) Executive Officer) ) ) ) ) /s/ Janine K. Pinel Chief Financial ) March 29, 1996 - ------------------------- Officer ) Janine K. Pinel, CPA (Principal Financial ) and Accounting ) Officer) ) ) ) ) /s/ W. Stevens Sheppard Chairman of the ) March 29, 1996 - ------------------------- Board ) W. Stevens Sheppard ) ) ) /s/ John K. Dwight Director ) March 29, 1996 - ------------------------- ) John K. Dwight ) ) ) /s/ Michael D. Flynn Director ) March 29, 1996 - ------------------------- ) Michael D. Flynn, CPA ) ) ) /s/ E. David Humphrey Director ) March 29, 1996 - ------------------------- ) E. David Humphrey ) ) - 4 - Signature Title Date - --------- ----- ---- /s/ Mary Alice McKenzie Director ) March 29, 1996 - ------------------------- ) Mary Alice McKenzie ) ) /s/ Garry T. Melia Director ) March 29, 1996 - ------------------------- ) Garry T. Melia ) ) /s/ Ernest A. Pomerleau Director ) March 29, 1996 - ------------------------- ) Ernest A. Pomerleau ) ) /s/ James S. Sutton Director ) March 29, 1996 - ------------------------- ) James S. Sutton ) ) - 5 - EXHIBIT INDEX Exhibit Number Exhibit Page - ------- ------- ---- 3.1 Restated Certificate of Incorporation of the -- Company as amended - filed as Exhibit 3(a) to the Company's Annual Report on form 10-K for the fiscal year ended September 30, 1995 and incorporated herein by reference. 3.2 Amended and Restated By-laws of the Company, as -- amended - filed as Exhibit 3(b) to the Company's Annual Report of Form 10-K for the fiscal year ended September 30, 1992 and incorporated herein by reference. 4.1 Specimen certificate representing the Common -- Stock of the Company - filed as Exhibit 4.1 to the Registration Statement of Form S-4, SEC File No. 33-5502 and incorporated herein by reference. 5.1 Opinion of Hale and Dorr. 7 23.1 Consent of Hale and Dorr (included in -- Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP 8 25 Power of Attorney (included in the signature -- pages of this Registration Statement). - 6 - EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 HALE AND DORR 60 STATE STREET BOSTON, MA 02109 April 12, 1996 Eastern Bancorp, Inc. 537 Central Avenue Dover, MA 03820 Re: 1987 STOCK OPTION PLAN Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 80,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Eastern Bancorp, Inc., a Delaware corporation (the "Company"), issuable under the Company's 1987 Stock Option Plan (the "Plan"). We have examined the Restated Certificate of Incorporation of the Company and the By-Laws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based on the foregoing, we are of the opinion that the Company has duly authorized for issuance the shares of its Common Stock covered by the Registration Statement to be issued under the Plan, as described in the Registration Statement, and such shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement. Very truly yours, /s/ Hale and Dorr HALE AND DORR EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Eastern Bancorp, Inc. We consent to the use of our report dated November 9, 1995, incorporated herein by reference. Our report refers to changes in the methods of accounting for income taxes, investment securities, and mortgage servicing rights. /s/ KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP Boston, Massachusetts April 11, 1996 -----END PRIVACY-ENHANCED MESSAGE-----