-----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, F2OwpjabF0YIpTcEr+UVkRG0Gxix3fGjA5NZpseai1kM5GmQEvWSpMq6yf/b2RTQ tC9EoAy+BYxEyFF07RXs8g== 0000950135-99-000014.txt : 19990105 0000950135-99-000014.hdr.sgml : 19990105 ACCESSION NUMBER: 0000950135-99-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990104 EFFECTIVENESS DATE: 19990104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000829750 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 010437984 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-70095 FILM NUMBER: 99500364 BUSINESS ADDRESS: STREET 1: ONE PORTLAND SQ STREET 2: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112 BUSINESS PHONE: 2077618500 MAIL ADDRESS: STREET 1: P O BOX 9540 CITY: PORTLAND STATE: ME ZIP: 04112-9540 S-8 1 PEOPLES HERITAGE FINANCIAL GROUP, INC. 1 Registration No. 333- Filed January 4, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- Peoples Heritage Financial Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as specified in its Articles of Incorporation) Maine 01-0437984 - ------------------------ --------------------------------- (State of incorporation) (IRS Employer Identification No.) P.O. Box 9540 One Portland Square Portland, Maine 04112-9540 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Options to purchase Common Stock of the Registrant issued by the Registrant pursuant to an Agreement and Plan of Merger, dated as of July 20, 1998, as amended, between the Registrant and SIS Bancorp, Inc. ("SIS"), upon conversion of outstanding options to purchase Common Stock of SIS issued by SIS under its Director Stock Option Plan and its Management Stock Option Plan - -------------------------------------------------------------------------------- (Full Titles of the Plans) William J. Ryan Copies to: Chairman, President and Gerard L. Hawkins, Esq. Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P. Peoples Heritage Financial Group, Inc. 734 15th Street, N.W. P.O. Box 9540 Washington, D.C. 20005 One Portland Square (202) 347-0300 Portland, Maine 04112-9540 (207) 761-8500 - -------------------------------------- (Name, address and telephone number of agent for service) 2 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Registration Fee Registered Registered(1) Per Share(3) Offering Price(3) - ---------------------------------------------------------------------------------------------------- Common Stock, par value $.01 1,118,089(2) $7.973 $8,914,908 $2,478.34 - ----------------------------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock, par value $.01 per share ("Common Stock"), of Peoples Heritage Financial Group, Inc. (the "Company" or "Registrant") registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. (2) Represents the number of shares of Common Stock of the Company reserved for issuance as a result of the conversion of options to purchase common stock of SIS Bancorp, Inc. ("SIS") into options to purchase Common Stock of the Company pursuant to an Agreement and Plan of Merger, dated as of July 20, 1998, as amended, between the Company and SIS. (3) Estimated solely for the purpose of calculating the registration fee, which has been calculated pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum Offering Price Per Share is equal to the weighted average exercise price for the options, as converted, to purchase shares of Common Stock. -------------------------- This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. ss. 230.462. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed or to be filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference in this Registration Statement: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1997. (b) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end of the fiscal year covered by the Form 10-K referred to in clause (a) above. (c) The description of the Common Stock of the Company contained in the Company's Registration Statement on Form S-4 (File No. 333-65031) filed on September 30, 1998. (d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. Any statement contained in this Registration Statement, or in a document incorporated or deemed to be 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 because the Common Stock is registered under Section 12 of the Exchange Act. ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II-1 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 719 of the MBCA sets forth certain circumstances under which directors, officers, employees and agents may be indemnified against liability which they may incur in their capacity as such. Indemnification may be provided against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred; provided that no indemnification may be provided with respect to any matter where such person shall have been finally adjudicated (i) not to have acted honestly or in the reasonable belief that such action was in or not opposed to the best interests of the corporation or its shareholders, or (ii) with respect to any criminal action, to have had reasonable cause to believe such conduct was unlawful. A corporation may not indemnify a person with respect to any action or matter by or in the right of the corporation as to which that person is finally adjudicated to be liable to the corporation unless the court in which the action was brought determines that, in view of all the circumstances, that person is fairly and reasonably entitled to indemnity for such amounts as the court deems reasonable. To the extent such person has been successful on the merits or otherwise in defense of such action, that person shall be entitled to indemnification. Any indemnification, unless ordered by a court or required in the corporation's bylaws, shall be made only as authorized in the specific case upon a determination by the board of directors that indemnification is proper in the circumstances and in the best interests of the corporation. Expenses incurred in defending an action may be paid by the corporation in advance of the final disposition of that action upon a determination made that the person seeking indemnification satisfied the standard of conduct required for indemnification and receipt by the corporation of a written undertaking by or on behalf of such person to repay that amount if that person is finally adjudicated to not have met such standard or not be entitled to such indemnification. In addition, Section 719 of the MBCA provides that a corporation may purchase and maintain insurance on behalf of directors, officers, employees and agents against liability whether or not the corporation would have the power to indemnify such person against liability under such section. See Title 13-A Maine Revised Statutes Annotated ss.719. Article VI of the Bylaws of the Company provides that the directors, officers, employees and agents of the Company shall be indemnified to the full extent permitted by the MBCA. Such indemnity shall extend to expenses, including attorney's fees, judgments, fines and amounts paid in the settlement, prosecution or defense of the foregoing actions. Directors and officers also may be indemnified pursuant to the terms of various employee benefit plans of the Company. In addition, the Company carries a liability insurance policy for its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable because no restricted securities will be reoffered or resold pursuant to this Registration Statement. II-2 5 ITEM 8. EXHIBITS The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): No. Exhibit Page --- ------- ---- 4 Common Stock Certificate (1) 5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to the legality of the securities E-1 23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (contained in the opinion included as Exhibit 5) -- 23.2 Consent of KPMG LLP E-3 23.3 Consent of Wolf & Company, P.C. E-4 23.4 Consent of Shatswell, MacLeod & Company, P.C. E-5 24 Power of attorney for any subsequent amendments (located in the signature pages of this Registration Statement). -- 99.1 SIS Bancorp, Inc. Director Stock Option Plan (2) 99.2 SIS Bancorp, Inc. Management Stock Option Plan (2) -------------- (1) Incorporated by reference from the Company's Registration Statement on Form 8-B, filed with the Commission on May 20, 1988. (2) Incorporated by reference from the Quarterly Report on Form 10-Q for the three months ended June 30, 1996 filed by SIS Bancorp, Inc. with the Commission (Commission File No. 0-20809). II-3 6 ITEM 9. UNDERTAKINGS. The undersigned Registrant 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 Securities Act of 1933, (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement, 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 in such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses 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. That, for the purpose of determining any liability under the Securities Act of 1933, 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. 4. That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 7 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 Portland, State of Maine, on this 31st day of December 1998. PEOPLES HERITAGE FINANCIAL GROUP, INC. By: /s/ William J. Ryan ------------------------------------ William J. Ryan, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints William J. Ryan his or her true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. /s/ Robert P. Bahre December 31, 1998 - ---------------------------------------- Robert P. Bahre Director /s/ Peter J. Baxter December 31, 1998 - ---------------------------------------- Peter J. Baxter Vice Chairman, Executive Vice President and Chief Operating Officer /s/ P. Kevin Condron December 31, 1998 - ---------------------------------------- P. Kevin Condron Director /s/ Everett W. Gray December 31, 1998 - ---------------------------------------- Everett W. Gray Director II-5 8 /s/ Andrew W. Greene December 31, 1998 - ---------------------------------------- Andrew W. Greene Director /s/ Katherine M. Greenleaf December 31, 1998 - ---------------------------------------- Katherine M. Greenleaf Director /s/ Douglas S. Hatfield December 31, 1998 - ---------------------------------------- Douglas S. Hatfield Director /s/ Dana S. Levensen December 31, 1998 - ---------------------------------------- Dana S. Levensen Director /s/ Robert A. Marden, Sr. December 31, 1998 - ---------------------------------------- Robert A. Marden, Sr. Director /s/ Philip A. Mason December 31, 1998 - ---------------------------------------- Philip A. Mason Director /s/ Malcolm W. Philbrook, Jr. December 31, 1998 - ---------------------------------------- Malcolm W. Philbrook, Jr. Director /s/ Pamela Plumb December 31, 1998 - ---------------------------------------- Pamela Plumb Director /s/ Seth Resnicoff December 31, 1998 - ---------------------------------------- Seth Resnicoff Director II-6 9 /s/ William J. Ryan December 31, 1998 - ---------------------------------------- William J. Ryan Chairman, President and Chief Executive Officer (principal executive officer) /s/ Curtis M. Scribner December 31, 1998 - ---------------------------------------- Curtis M. Scribner Director /s/ Paul R. Shea December 31, 1998 - ---------------------------------------- Paul R. Shea Director /s/ John E. Veasey December 31, 1998 - ---------------------------------------- John E. Veasey Director /s/ Peter J. Verrill December 31, 1998 - ---------------------------------------- Peter J. Verrill Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) II-7 EX-5 2 OPINION OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 1 EXHIBIT 5 Law Offices ELIAS, MATZ, TIERNAN & HERRICK L.L.P. 12th Floor 734 15th Street, N.W. Washington, D.C. 20005 Telephone (202) 347-0300 January 4, 1999 Board of Directors Peoples Heritage Financial Group, Inc. One Portland Square P.O. Box 9540 Portland, Maine 04112-9540 Re: Registration Statement on Form S-8 1,118,089 Shares of Common Stock Ladies and Gentlemen: We have acted as special counsel to Peoples Heritage Financial Group, Inc., a Maine corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of up to 1,118,089 shares of common stock, par value $.01 per share ("Common Stock"), to be issued upon exercise of options previously granted by SIS Bancorp, Inc. ("SIS") pursuant to its Director Stock Option Plan and its Management Stock Option Plan (together, the "Plans"), and converted into options to purchase Common Stock of the Corporation (the "Options") upon the acquisition of SIS by the Corporation on January 1, 1999 pursuant to an Agreement and Plan of Merger, dated as of July 20, 1998, as amended, between the Corporation and SIS (the "Agreement"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary to adjust the number of shares registered thereby for issuance as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock. We have been requested to furnish an opinion to be included as an exhibit to the Registration Statement. In this regard, we have reviewed the Registration Statement and Prospectuses for the Plans, the Articles of Incorporation and Bylaws of the Corporation, the Plans, the Agreement, a specimen stock certificate evidencing the Common Stock of the Corporation and such other corporate records and documents as we have deemed appropriate for the purposes of this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed applicable or relevant as a basis 2 Board of Directors January 4, 1999 Page 2 for the opinions set forth below. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformance in all respects of copies to originals. Furthermore, we have made such factual inquiries and reviewed such laws as we determined to be relevant for the purposes of this opinion. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to the exercise of the Options will continue to be validly authorized on the dates the Common Stock is issued pursuant to the exercise of the Options; (ii) on the dates the Options are exercised, the Options will constitute valid, legal and binding obligations of the Corporation and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to the Corporation in accordance with their terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based on the foregoing, and subject to the assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the exercise of the Options, upon receipt by the Corporation of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, ELIAS, MATZ, TIERNAN & HERRICK L.L.P. By: /s/ Gerard L. Hawkins ---------------------------------- Gerard L. Hawkins, a Partner EX-23.2 3 CONSENT OF KPMG LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of (i) our report, dated January 14, 1998, incorporated by reference in the December 31, 1997 Annual Report on Form 10-K of Peoples Heritage Financial Group, Inc. and (ii) our report dated July 3, 1998, incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on July 23, 1998. /s/ KPMG LLP Boston, Massachusetts January 1, 1999 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 22, 1996, relating to the consolidated statement of operations of The Safety Fund Corporation for the year ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-KSB of The Safety Fund Corporation and in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ KPMG LLP Boston, Massachusetts January 1, 1999 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 22, 1997, relating to the consolidated balance sheet of Community Bankshares, Inc. and subsidiaries as of December 31, 1996, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year ended December 31, 1996, the six months ended December 31, 1995 and the year ended June 30, 1995, which report appears in the December 31, 1996 Annual Report on Form 10-K of Community Bankshares, Inc. and in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ KPMG LLP Boston, Massachusetts January 1, 1999 EX-23.3 4 CONSENT OF WOLF & COMPANY, P.C. 1 Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 30, 1998, except for Note W as to which the date is February 9, 1998, on the consolidated balance sheets of CFX Corporation and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and is incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ Wolf & Company, P.C. Boston, Massachusetts January 1, 1999 EX-23.4 5 CONSENT OF SHATSWELL, MACLEOD & COMPANY, P.C. 1 Exhibit 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peoples Heritage Financial Group, Inc. of our report, dated January 13, 1997, except for Note 20 as to which the date is February 13, 1997, relating to Portsmouth Bank Shares, Inc. and Subsidiary, included in the December 31, 1997 Annual Report on Form 10-K of CFX Corporation and incorporated by reference in the Current Report on Form 8-K of Peoples Heritage Financial Group, Inc. filed on April 22, 1998. /s/ Shatswell, MacLeod & Company, P.C. West Peabody, Massachusetts January 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----