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