-----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, ReP9tuUMT+dyVUQ57M5DbySrmGDlAeqhO6l2WBTQvHnO4nenXBZm5TpwBnHVtuEr 8j9zWTOR1bEGK8N9sxT3Ug== 0000950135-98-006319.txt : 19981222 0000950135-98-006319.hdr.sgml : 19981222 ACCESSION NUMBER: 0000950135-98-006319 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981221 EFFECTIVENESS DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASSBANK CORP CENTRAL INDEX KEY: 0000799166 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042930382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-69341 FILM NUMBER: 98772705 BUSINESS ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: MA ZIP: 01867 BUSINESS PHONE: 6179428192 MAIL ADDRESS: STREET 1: 123 HAVEN STREET CITY: READING STATE: PA ZIP: 01867 S-8 1 MASSBANK CORP. 1 As filed with the Securities and Exchange Commission on December 21, 1998 Registration Statement No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- MASSBANK CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 04-2930382 (State of Incorporation) (I.R.S. Employer Identification No.) 123 Haven Street Reading, Massachusetts 01867 (781) 662-0100 (Address, including zip code, and telephone number, including area code, of Registrant's Principal Executive Offices) MASSBANK CORP. AMENDED AND RESTATED 1994 STOCK INCENTIVE PLAN (Full Title of the Plan) -------------------------- Gerard H. Brandi Chairman of the Board, President and Chief Executive Officer MASSBANK Corp. 123 Haven Street Reading, Massachusetts 01867 (781) 662-0100 (Name, address, including zip code, and telephone number, including area code, of Agent for Service) -------------------------- With a copy to: Raymond C. Zemlin, P.C. Goodwin, Procter & Hoar LLP Exchange Place Boston, Massachusetts 02109-2881 (617) 570-1000 -------------------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value 170,000 $38.75 $6,587,500 $1,832 $1.00 per share ===================================================================================================================================
(1) Additional shares available for issuance under the MASSBANK Corp. Amended and Restated 1994 Stock Incentive Plan (the "Stock Incentive Plan"); plus such indeterminate number of additional shares as may be required pursuant to the Stock Incentive Plan in the event of a stock dividend, stock split, recapitalization or other similar event. (2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of the high and low prices for the Registrant's Common Stock, par value $1.00 per share, as reported on The Nasdaq National Market on December 17, 1998. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Pursuant to General Instruction E of Form S-8, MASSBANK Corp. (the "Registrant") hereby incorporates by reference the contents of the Registrant's Registration Statement on Form S-8 (No. 33-82110) as previously filed with the Securities and Exchange Commission on July 27, 1994. This Registration Statement is being filed to register an additional 170,000 shares of the Registrant's Common Stock subject to issuance under the Registrant's Amended and Restated 1994 Stock Incentive Plan. Item 8. EXHIBITS. (a) The following is a complete list of exhibits filed or incorporated by reference as part of this Registration Statement. EXHIBIT -------- *4.1 MASSBANK Corp. Amended and Restated 1994 Stock Incentive Plan. 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Powers of Attorney (included on signature pages to this Registration Statement). - ------------- * Incorporated by reference to Exhibit 10.1.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. II-1 3 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 Town of Reading, Commonwealth of Massachusetts, on this 21st day of December, 1998. MASSBANK CORP. By: /s/ Gerard H. Brandi ------------------------------------- Gerard H. Brandi Chairman of the Board, President and Chief Executive Officer Each person whose signature appears below constitutes and appoints Gerard H. Brandi and Reginald E. Cormier, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute, may lawfully 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 below by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ Gerard H. Brandi Chairman of the Board, President, December 21, 1998 - -------------------------------------- Chief Executive Officer and Director Gerard H. Brandi (Principal Executive Officer) /s/ Reginald E. Cormier Vice President and Chief December 21, 1998 - -------------------------------------- Financial Officer (Principal Reginald E. Cormier Financial and Accounting Officer) /s/ Samuel Altschuler Director December 21, 1998 - -------------------------------------- Samuel Altschuler /s/ Mathias B. Bedell Director December 21, 1998 - -------------------------------------- Mathias B. Bedell - -------------------------------------- Director Allan S. Bufferd
II-2 4
Signature Title Date --------- ----- ---- - -------------------------------------- Director Peter W. Carr /s/ Alexander S. Costello Director December 21, 1998 - -------------------------------------- Alexander S. Costello /s/ Robert S. Cummings Director December 21, 1998 - -------------------------------------- Robert S. Cummings - -------------------------------------- Director Louise A. Hickey - -------------------------------------- Director Leonard Lapidus /s/ Stephen E. Marshall Director December 21, 1998 - -------------------------------------- Stephen E. Marshall /s/ Arthur W. McPherson Director December 21, 1998 - -------------------------------------- Arthur W. McPherson /s/ Nancy Pettinelli Director December 21, 1998 - -------------------------------------- Nancy Pettinelli /s/ Herbert G. Schurian Director December 21, 1998 - -------------------------------------- Herbert G. Schurian /s/ Donald B. Stackhouse, D.M.D. Director December 21, 1998 - -------------------------------------- Donald B. Stackhouse, D.M.D.
II-3 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- *4.1 MASSBANK Corp. Amended and Restated 1994 Stock Incentive Plan. 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities being registered. 23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1). 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Powers of Attorney (included on the signature pages to this Registration Statement). - -------------- * Incorporated by reference to Exhibit 10.1.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. EX-5.1 2 OPINION OF GOODWIN, PROCTOR & HOAR LLP 1 EXHIBIT 5.1 December 21, 1998 MASSBANK Corp. 123 Haven Street Reading, MA 01867 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: This opinion is delivered in our capacity as counsel to MASSBANK Corp., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to an additional 170,000 shares (the "Shares") of the Company's common stock, par value $1.00 per share ("Common Stock"), which the Company may issue pursuant to the Company's Amended and Restated 1994 Stock Incentive Plan (the "Plan"). As counsel for the Company, we have examined copies of the Plan, the Company's Restated Certificate of Incorporation and the Company's 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. We are attorneys admitted to practice in The Commonwealth of Massachusetts. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America, The Commonwealth of Massachusetts and the General Corporation Law of the State of Delaware. Based on the foregoing, we are of the opinion that upon the issuance and delivery of the Shares against payment therefor in accordance with the terms of the Plan, the Shares will be legally issued, fully paid and non-assessable shares of the Company's Common Stock. The foregoing assumes all requisite steps will be taken to comply with the requirements of the Act and applicable requirements of state laws regulating the offer and sale of securities. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Goodwin, Procter & Hoar LLP GOODWIN, PROCTER & HOAR LLP EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 INDEPENDENT ACCOUNTANTS' CONSENT The Board of Directors MASSBANK Corp.: We consent to incorporation by reference in this Registration Statement on Form S-8 of MASSBANK Corp. of our report dated January 12, 1998, relating to the consolidated balance sheets of MASSBANK Corp. and its subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the MASSBANK Corp. Annual Report on Form 10-K for the year ended December 31, 1997. /s/ KPMG PEAT MARWICK LLP Boston, Massachusetts December 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----