0001065407-01-500373.txt : 20011107
0001065407-01-500373.hdr.sgml : 20011107
ACCESSION NUMBER: 0001065407-01-500373
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20011102
EFFECTIVENESS DATE: 20011102
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: BANKNORTH GROUP INC/ME
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: 1933 Act
SEC FILE NUMBER: 333-72692
FILM NUMBER: 1773663
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
FORMER COMPANY:
FORMER CONFORMED NAME: PEOPLES HERITAGE FINANCIAL GROUP INC
DATE OF NAME CHANGE: 19920703
S-8
1
s-8.txt
Registration No. 333-_____
Filed November 2, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
Banknorth Group
---------------------------------------------------------------------------
(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
Two 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 June
11, 2001, between the Registrant and Andover Bancorp, Inc. ("Andover")
(the "Agreement"), upon conversion of outstanding options to purchase
Common Stock of Andover issued by Andover under the Andover Stock Option
Plan, the Andover 1995 Stock Incentive Plan, and the Andover 2001 Stock
Incentive Plan; and the Amended and Restated Deferred Compensation Plan for
Directors of Andover adopted by the Registrant pursuant to the Agreement
---------------------------------------------------------------------------
(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.
Banknorth Group, Inc. 734 15th Street, N.W.
P.O. Box 9540 Washington, D.C. 20005
Two Portland Square (202) 347-0300
Portland, Maine 04112-9540
(207) 761-8500
-----------------------------------
(Name, address and telephone number
of agent for service)
Index to Exhibits is located on page 6
CALCULATION OF REGISTRATION FEE
_________________________________________________________________________
Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
(1)(2)
_________________________________________________________________________
Common
Stock, par
value $.01 1,027,432(3) $10.01 (5) $10,284,594(5) $2,571.15
Common
Stock, par
value $.01 75,135(4) 21.15 (6) 1,589,105(6) 397.28
------------ -------------- ------------
1,102,567 $11,873,699 $ 2,968.43
============ ============== ============
(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 Banknorth
Group, Inc., a Maine corporation ("Banknorth" or the "Registrant"),
registered hereby as a result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock.
(2) Preferred stock purchase rights will be distributed without
charge with respect to each share of Common Stock of Banknorth
registered hereby.
(3) Represents the number of shares of Common Stock of Banknorth
reserved for issuance as a result of the conversion of options to
purchase common stock of Andover Bancorp, Inc. ("Andover"), into
options to purchase Common Stock of Banknorth pursuant to an
Agreement and Plan of Merger, dated as of June 11, 2001 between
Banknorth and Andover (the "Agreement").
(4) Represents the number of shares of Common Stock of Banknorth
reserved for issuance pursuant to the Andover Amended and
Restated Deferred Compensation Plan for Directors (the "Deferred
Compensation Plan") adopted by Banknorth pursuant to the
Agreement. In addition, pursuant to Rule 416 (c) under the
Securities Act of 1933, as amended ("Securities Act"), also
includes an indeterminate amount of interests to be offered or
sold pursuant to the Deferred Compensation Plan.
(5) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule
457(h) promulgated under the 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.
(6) Estimated solely for the purpose of calculating the
registration fee, which has been calculated pursuant to Rule
457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share is equal to the average of the
high and low sales prices of the Common Stock on October 29, 2001
as reported by the Nasdaq Stock Market.
2
__________________________
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. Section 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) Banknorth's Annual Report on Form 10-K for the year
ended December 31, 2000.
(b) All reports filed by Banknorth 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 Banknorth
contained in Banknorth=s Registration Statement on Form S-4
(File No. 333-95587) filed with the Commission on January
28, 2000.
(d) All documents filed by Banknorth 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.
4
Item 6. Indemnification of Directors and Officers.
Section 719 of the Maine Business Corporation Act ("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 Section 719.
Banknorth's bylaws provide that Banknorth shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or
proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of Banknorth to the fullest
extent provided by the MBCA, provided that Banknorth shall not be
liable for any amount which may be due to any person in
connection with a settlement of any action or proceeding effected
without its prior written consent or any action or proceeding
initiated by an indemnified person without its prior written
consent, other than an action or proceeding seeking
indemnification from Banknorth.
Banknorth's bylaws provide that Banknorth shall pay the
expenses incurred by an indemnified person in advance of a final
disposition of an action or proceeding upon receipt by Banknorth
of (1) a written undertaking by or on behalf of the indemnified
person to repay such amount if the indemnified person is
ultimately determined not to have acted in the manner required
under the MBCA in order to permit indemnification and (2) a
written affirmation by the indemnified person that the person has
met the requisite standard of conduct for indemnification.
5
Directors and officers also may be indemnified pursuant to
the terms of various employee benefit plans of Banknorth. In
addition, Banknorth 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.
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
24 Power of attorney for any subsequent amendments
(located in the signature pages of this
Registration Statement). --
99.1 Andover Bancorp, Inc. Stock Option Plan (2)
99.2 Andover Bancorp, Inc 1995 Stock Incentive Plan (3)
99.3 Andover Bancorp, Inc 2001 Stock Incentive Plan (4)
99.4 Andover Bancorp, Inc. Amended and Restated Deferred
Compensation Plan for Directors (3)
_____________
(1) Incorporated by reference from Banknorth's
Registration Statement on Form S-4 (File No. 333-
95587) filed with the Commission on January 28,
2000.
6
(2) Incorporated by reference from the Annual Report on
Form 10-K for the year ended December 31, 1999 (File
No. 0-16358) filed by Andover Bancorp, Inc. with the
Commission on March 20, 2000.
(3) Incorporated by reference from the Annual Report on
Form 10-K for the year ended December 31, 2000 filed by
Andover Bancorp, Inc. (File No. 0-16358) with the Commission
on March 19, 2001.
(4) Incorporated by reference from the definitive proxy
statement filed by Andover Bancorp, Inc. (File No. 0-16358)
with the Commission on March 19, 2001.
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.
7
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.
8
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 1st day of November
2001.
BANKNORTH 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/ Gary G. Bahre November 1, 2001
---------------------------------------
Gary G. Bahre
Director
/s/ Stephen J. Boyle November 1, 2001
---------------------------------------
Stephen J. Boyle
Executive Vice President and Controller
(principal accounting officer)
/s/ P. Kevin Condron November 1, 2001
---------------------------------------
P. Kevin Condron
Director
/s/ George W. Dougan November 1, 2001
---------------------------------------
George W. Dougan
Director
9
November 1, 2001
---------------------------------------
Allen M. Glick
Director
/s/ Luther F. Hackett November 1, 2001
---------------------------------------
Luther F. Hackett
Director
/s/ Dana S. Levensen November 1, 2001
---------------------------------------
Dana S. Levensen
Director
/s/ John M. Naughton November 1, 2001
---------------------------------------
John M. Naughton
Director
/s/ Malcolm W. Philbrook, Jr. November 1, 2001
---------------------------------------
Malcolm W. Philbrook, Jr.
Director
/s/ Angelo P. Pizzagalli November 1, 2001
---------------------------------------
Angelo P. Pizzagalli
Director
/s/ Pamela Plumb November 1, 2001
---------------------------------------
Pamela Plumb
Director
November 1, 2001
---------------------------------------
Irving E. Rogers, III
Director
/s/ William Ryan November 1, 2001
---------------------------------------
William J. Ryan
Chairman, President and Chief
Executive Officer
(principal executive officer)
10
/s/ Curtis M. Scribner November 1, 2001
---------------------------------------
Curtis M. Scribner
Director
/s/ Paul R. Shea November 1, 2001
---------------------------------------
Paul R. Shea
Director
/s/ John E. Veasey November 1, 2001
---------------------------------------
John E. Veasey
Director
/s/ Peter J. Verrill November 1, 2001
---------------------------------------
Peter J. Verrill
Executive Vice President, Chief
Operating Officer and Treasurer
(principal financial officer)
/s/ Patrick E. Welch November 1, 2001
---------------------------------------
Patrick E. Welch
Director
11
EX-5
4
exhibit5.txt
OPINION OF ELIAS MATZ TIERNAN & HERRICK LLP
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
November 2, 2001
Board of Directors
Banknorth Group, Inc.
Two Portland Square
P.O. Box 9540
Portland, Maine 04112-9540
Re: Registration Statement on Form S-8
1,102,567 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Banknorth Group, Inc., a
Maine corporation ("Banknorth"), 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 (i) 1,027,432
shares of Common Stock of Banknorth, par value $0.01 per share
(the "Common Stock") to be issued upon exercise of options
previously granted by Andover Bancorp, Inc. ("Andover") pursuant
to its Stock Option Plan, its 1995 Stock Incentive Plan and its
2001 Stock Incentive Plan (the "Andover Option Plans"), and
converted into options to purchase Common Stock (the "Options")
upon the acquisition of Andover by Banknorth on October 31, 2001
pursuant to an Agreement and Plan of Merger, dated as of June 11,
2001, between Banknorth and Andover (the "Agreement") and (iii)
75,135 shares of Common Stock to be issued pursuant to the
Andover Amended and Restated Deferred Compensation Plan for
Directors (the "Andover Deferred Compensation Plan") adopted by
Banknorth pursuant to the Agreement. The Andover Option Plans
and the Andover Deferred Compensation Plan are collectively
referred to herein as the "Plans." 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 Statements
and Prospectuses for the Plans, the Articles of Incorporation and
Bylaws of Banknorth, the Plans, the Agreement, a specimen stock
certificate evidencing the Common Stock of Banknorth 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
Board of Directors
November 2, 2001
Page 2
Banknorth and such other instruments, certificates and representations
of public officials, officers and representatives of Banknorth as we
have deemed applicable or relevant as a basis 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 Banknorth
and will be enforceable as to Banknorth in accordance with their
terms (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally); (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 Plans,
upon receipt by Banknorth of the consideration required thereby,
as applicable, 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
5
exhibit23.txt
CONSENT OF KPMG LLP
EXHIBIT 23.2
Consent of Independent Public Accountants
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Banknorth Group, Inc. of our report,
dated January 12, 2001, incorporated by reference in the December
31, 2000 Annual Report on Form 10-K of Banknorth Group, Inc.
/s/ KPMG LLP
Boston, Massachusetts
November 1, 2001