-----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, EKMwuFUjh92Bw+K27Qzz9Swk3iPYAyks4+P/zxujKPUMNItb68piTMrXUkIrobMX +qv40FYUHZTdE0prOGYrrQ== 0000910647-04-000234.txt : 20040513 0000910647-04-000234.hdr.sgml : 20040513 20040513132628 ACCESSION NUMBER: 0000910647-04-000234 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040513 EFFECTIVENESS DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLADES FERRY BANCORP CENTRAL INDEX KEY: 0000857499 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043061936 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-115453 FILM NUMBER: 04802148 BUSINESS ADDRESS: STREET 1: 100 SLADES FERRY AVE STREET 2: PO BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 BUSINESS PHONE: 5086757894 MAIL ADDRESS: STREET 1: 100 SLADE FERRY AVE STREET 2: P O BOX 390 CITY: SOMERSET STATE: MA ZIP: 02726 FORMER COMPANY: FORMER CONFORMED NAME: WEETAMOE BANCORP DATE OF NAME CHANGE: 19940502 S-8 1 sla-s8.txt BODY OF S-8 As filed with the Securities and Exchange Commission on May 13, 2004 Registration No. - --------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ Form S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ____________________ Slade's Ferry Bancorp. (Exact name of registrant as specified in its charter) Massachusetts 04-3061936 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Slade's Ferry Bancorp. 100 Slade's Ferry Avenue Somerset, MA 02726 (508) 675-2121 (Address, including Zip Code, of principal executive offices) ____________________ Slade's Ferry Bancorp 2004 Equity Incentive Plan (Full title of the Plan) ____________________ Mary Lynn D. Lenz, Chief Executive Officer Slade's Ferry Bancorp. 100 Slade's Ferry Avenue Somerset, MA 02726 (508) 675-2121 Copy to: Richard A. Schaberg, Esq. Thacher Proffitt & Wood LLP 1700 Pennsylvania Avenue, NW, Suite 800 Washington, DC 20006 (202) 347-8400 (Name and address, including Zip Code, telephone number and area code, of agent for service) ____________________ CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of to be Registered Registered(1) Offering Price Per Share Offering Price(2) Registration Fee ------------------- ------------- ------------------------ -------------------------- ---------------- Common Stock, $.01 par value 300,000 (2) $5,854,500 $741.77 Based on the number of shares of common stock of Slade's Ferry Bancorp. ("Slade's Ferry") reserved for issuance upon the exercise of options and restricted stock awards to be granted under the 2004 Equity Incentive Plan (the "Plan"). There are 300,000 shares of common stock authorized for awards under the 2004 Equity Incentive Plan. In addition to such shares, this registration statement also covers an undetermined number of shares of common stock of Slade's Ferry that, by reason of certain events specified in the Plan, may become issuable upon exercise of options or grant of awards through the application of certain anti-dilution provisions. Estimated solely for purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which a total of 300,000 shares that may be acquired upon exercise of options or pursuant to other equity awards granted in the future are deemed to be offered at $19.515 per share, the average of the daily high and low sales prices of common stock of Slade's Ferry on the Nasdaq SmallCap Market at the close of trading on May 10, 2004.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be filed with the Securities and Exchange Commission (the "Commission"). Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed with the Commission. Note: The document containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such document need not be filed with the Commission either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). PART II Item 3. Incorporation of Documents by Reference. The following documents and information heretofore filed with the Commission by the Registrant are incorporated by reference in this registration statement: (1) the description of Slade's Ferry's common stock contained in Slade's Ferry's Registration Statement on Form 8-A, and any amendments thereto; and (2) Slade's Ferry's Annual Report on Form 10-K for the year ended December 31, 2003. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to 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 are incorporated herein by reference, and such documents shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Slade's Ferry will provide without charge to each person to whom this Prospectus is delivered, upon request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to: Donna Sosnowski, Slade's Ferry Bancorp., 100 Slade's Ferry Avenue, Somerset, MA 02726. Telephone requests may be directed to (508) 675-2121. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article VI of the Bylaws of Slade's Ferry contains provisions providing for the indemnification of officers and directors against liabilities incurred in connection with civil or criminal proceedings actually brought or threatened against them. The Slade's Ferry Bylaws automatically indemnify only the directors and provide that the Board of Directors may indemnify the officers or any person serving at Slade's Ferry's request as a trustee or administrator of an employee benefit plan of Slade's Ferry. Furthermore, the Slade's Ferry Bylaws contains provisions allowing payment of expenses in advance upon an undertaking repayment by the indemnified party without reference to his ability to repay. The Bylaws provide that no indemnification shall be afforded in situations where it shall have been determined that the person involved was guilty of or liable for willful misconduct or default or gross negligence and also deny indemnification where the person did not act in good faith in the reasonable belief his action was in the best interests of Slade's Ferry. In situations where a claim is compromised or settled, indemnification is automatic, unless there is a determination by a court or other tribunal having jurisdiction that the individual did not act in good faith in the reasonable belief that his action was in the best interests of Slade's Ferry. Section 67 of the Massachusetts Business Corporation Law ("MBCL") 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. Section 67 of the MBCL provides as follows: "Indemnification of Directors, Officers, Employees, etc."- Indemnification of directors, officers, employees and other agents of a corporation and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in any capacity with respect to any employee benefit plan, may be provided by it to whatever extent shall be specified in or authorized by (i) the articles of organization or (ii) a by law adopted by the stockholders or (iii) a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as the articles of organization or by laws otherwise require, indemnification of any persons referred to in the preceding sentence who are not directors of the corporation may be provided by it to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the corporation or of such other organization or no longer serves with respect to any such employee benefit plan. No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The absence of any express provision for indemnification shall not limit any right of indemnification existing independently of this section. A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization or with respect to any employee benefit plan against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See exhibits list. Item 9. Undertakings. A. Rule 415 offering. 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; (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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 to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic report filed by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining 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. B. Filings incorporating subsequent Exchange Act documents by reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. C. Incorporated annual and quarterly reports. The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. D. Filing of registration on Form S-8. Insofar as indemnification for liabilities arising under the Securities Act 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 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant for 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 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Somerset, Commonwealth of Massachusetts on May 10, 2004. Slade's Ferry Bancorp (Registrant) By: /s/ Mary Lynn D. Lenz --------------------------- Mary Lynn D. Lenz 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.
Signature Title Date --------- ----- ---- /s/ Mary Lynn D. Lenz President, Chief Executive Officer and May 10, 2004 - ------------------------------ Director Mary Lynn D. Lenz /s/ Deborah A. McLaughlin Chief Operations Officer and Chief May 10, 2004 - ------------------------------ Financial Officer Deborah A. McLaughlin /s/ Thomas B. Almy Director May 10, 2004 - ------------------------------ Thomas B. Almy /s/ Peter G. Collias Director May 10, 2004 - ------------------------------ Peter G. Collias /s/ Anthony F. Cordeiro Director May 10, 2004 - ------------------------------ Anthony F. Cordeiro /s/ Paul C. Downey Director May 10, 2004 - ------------------------------ Paul C. Downey /s/ Melvyn A. Holland Director May 10, 2004 - ------------------------------ Melvyn A. Holland /s/ William Q. MacLean, Jr. Director May 10, 2004 - ------------------------------ William Q. MacLean, Jr. Director - ------------------------------ Francis A. Macomber /s/ Majed Mouded, MD Director May 10, 2004 - ------------------------------ Majed Mouded, MD /s/ Shaun O'Hearn, Sr. Director May 10, 2004 - ------------------------------ Shaun O'Hearn, Sr. /s/ Lawrence J. Oliveira, DDS Director May 10, 2004 - ------------------------------ Lawrence J. Oliveira, DDS /s/ Peter Paskowski Director May 10, 2004 - ------------------------------ Peter Paskowski /s/ Kenneth R. Rezendes, Sr. Chairman of the Board May 10, 2004 - ------------------------------ Kenneth R. Rezendes, Sr. Signature Title Date --------- ----- ---- /s/ William J. Sullivan Director May 10, 2004 - ------------------------------ William J. Sullivan /s/ Charles Veloza Director May 10, 2004 - ------------------------------ Charles Veloza /s/ David F. Westgate Director May 10, 2004 - ------------------------------ David F. Westgate
EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 4.1 Form of Option Agreement under the Slade's Ferry Bancorp 2004 Equity Incentive Plan. 4.2 Form of Restricted Stock Award under the Slade's Ferry Bancorp 2004 Equity Incentive Plan. 4.3 Articles of Incorporation for Slade's Ferry Bancorp., as amended, incorporated by reference to Exhibit 3.1 of the Registrant's Registration Statement on Form SB-2 filed with the Commission on April 14, 1997, and any amendments thereto. 4.4 By-Laws of Slade's Ferry Bancorp., as amended, incorporated by reference to Exhibit 3.2 of the Registrant's Annual Report on Form 10-KSB, for the year ended December 31, 1996, and any amendments thereto. 5 Opinion of Thacher Proffitt & Wood LLP, counsel for Registrant, as to the legality of the securities being registered. 23.1 Consent of Thacher Proffitt & Wood LLP (included in Exhibit 5 hereof). 23.2 Consent of Shatswell, MacLeod & Company, P.C. 99.1 Slade's Ferry Bancorp 2004 Equity Incentive Plan filed on April 9, 2004 as Appendix C to Registrant's Proxy Statement on Schedule 14A, is incorporated herein by reference.
EX-4 2 slas8-41.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- Form of Option Agreement under the Slade's Ferry Bancorp 2004 Equity Incentive Plan SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN STOCK OPTION CERTIFICATE ------------------------ ___________________________________________________________________________ Name of Optionee Social Security Number ___________________________________________________________________________ Street Address ___________________________________________________________________________ City State ZIP Code This Stock Option Agreement is intended to set forth the terms and conditions on which a Stock Option has been granted under the Slade's Ferry Bancorp 2004 Equity Incentive Plan. Set forth below are the specific terms and conditions applicable to this Stock Option. Attached as Exhibit A are its general terms and conditions.
=========================================================================== Option Grant (A) (B) (C) (D) (E) =========================================================================== Grant Date: - --------------------------------------------------------------------------- Class of Optioned Shares* Common Common Common Common Common - --------------------------------------------------------------------------- No. of Optioned Shares* - --------------------------------------------------------------------------- Exercise Price Per Share* - --------------------------------------------------------------------------- Option Type (ISO or NQSO) - --------------------------------------------------------------------------- Vesting - --------------------------------------------------------------------------- Earliest Exercise Date* - --------------------------------------------------------------------------- Option Expiration Date* =========================================================================== * Subject to adjustment as provided in the Plan and the General Terms and Conditions.
By signing where indicated below, Slade's Ferry Bancorp (the "Company") grants this Stock Option upon the specified terms and conditions, and the Optionee acknowledges receipt of this Stock Option Agreement, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein and acknowledges receipt of a Prospectus dated May 13, 2004 for the Slade's Ferry Bancorp 2004 Equity Incentive Plan. SLADE'S FERRY BANCORP OPTIONEE By __________________________ ____________________________________ Name: Title: ___________________________________________________________________________ Instructions: This page should be completed by or on behalf of the Personnel Committee. Any blank space intentionally left blank should be crossed out. An option grant consists of a number of optioned shares with uniform terms and conditions. Where options are granted on the same date with varying terms and conditions (for example, varying exercise prices or earliest exercise dates), the options should be recorded as a series of grants each with its own uniform terms and conditions. EXHIBIT A --------- SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN STOCK OPTION CERTIFICATE ------------------------ General Terms and Conditions Section 1. Option Size and Type. The number of shares of Common Stock, par value $0.01 per share ("Shares"), that have been optioned to you under the Slade's Ferry Bancorp 2004 Equity Incentive Plan (the "Plan") is specified in this Stock Option Certificate. If the "Option Type" shown for your stock option is "ISO", then your stock option has been designed with the intent that it qualify to the maximum permissible extent for the special tax benefits applicable to incentive stock options under the Internal Revenue Code of 1986. If the "Option Type" shown for your stock options is "NQSO", then incentive stock option tax treatment is not applicable. Section 2. Exercise Price. The Exercise Price for your stock options is the price per Share at which you may acquire the Shares that have been optioned to you and is specified in this Stock Option Certificate. As a general rule, the Exercise Price for your stock options will not change unless there is a stock split, stock dividend, merger or other major corporate event that justifies an adjustment. Section 3. Vesting. (a) Earliest Exercise Date. You may not exercise your stock options until they are vested. The date on which your stock options become vested is specified in this Stock Option Certificate as the Earliest Exercise Date. As a general rule, you must be in the service of the Company on an Earliest Exercise Date in order to be vested in the stock options that vest on that date. You may acquire the Shares that have been optioned to you by exercising your stock options at any time during the period beginning on the Earliest Exercise Date and continuing until the applicable Option Expiration Date, by completing and filing the Notice of Exercise of Stock Option that is attached to this Stock Option Certificate as Appendix A and by following the procedures outlined therein. (b) Forfeitures. If you terminate service with the Company prior to an Earliest Exercise Date, you will forfeit any stock options that are scheduled to vest on that date. When you forfeit stock options, you relinquish any and all rights that you have to acquire the Shares that were optioned to you. Your service with the Company will not be treated as having terminated for vesting purposes, if you continue as a director emeritus of the Company. (c) Accelerated Vesting. All of your outstanding stock options that have not previously vested will become fully and immediately vested, without any further action on your part, in the event of your death, Disability (as defined by the Personnel Committee), Retirement (as defined by the Personnel Committee) before your termination of service with the Company or if a Change of Control (as defined by the Personnel Committee) occurs before your termination of service with the Company. If vesting accelerates, the accelerated vesting date will be the applicable Earliest Exercise Date. You may designate a beneficiary to inherit your rights to any vested, unexercised stock options that are outstanding to you at your death using the Beneficiary Designation attached as Appendix B. Section 4. Option Expiration Date. To derive any benefit from your stock options, you must exercise them during the period that begins on the applicable Earliest Exercise Date and ends on the Option Expiration Date. The Option Expiration Date for your stock options is specified in this Stock Option Certificate. Your Option Expiration Date may be accelerated in the event of your termination of service with the Company. Your stock options will expire on the earliest of (i) the Option Expiration Date, (ii) three months after your termination of service with the Company for any reason other than death, Disability (as defined by the Personnel Committee), Retirement (as defined by the Personnel Committee), or Termination for Cause (as defined by the Personnel Committee); (iii) ten years after your termination of service due to death, Disability or Retirement; and (iv) the date and time of your Termination for Cause. Note: To qualify for the favorable tax treatment accorded to incentive stock options, you (or, in the event of your death, your estate or designated beneficiaries) must exercise any stock options that are designated as ISOs within three months after you terminate service as a common-law employee of the Company and its affiliates for any reason other than death or disability and within one year after you terminate service as common-law employee due to your death or disability. If they are exercised later, they will be subject to tax as if they were designated as NQSOs. Section 5. Amendment. This Certificate may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written Certificate between the Company and you. Section 6. Plan Provisions Control. This Certificate and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Certificate, the terms of the Plan, which are incorporated herein by reference, shall control. Capitalized terms in this Certificate have the meaning defined in the Plan, as amended from time to time, unless stated otherwise. By signing this Certificate, you acknowledge receipt of a copy of the Plan and a copy of the related Prospectus dated May 13, 2004. APPENDIX A TO STOCK OPTION CERTIFICATE SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN NOTICE OF EXERCISE OF STOCK OPTION Use this Notice to inform Slade's Ferry Bancorp that you are exercising your right to purchase shares of common stock ("Shares") of Slade's Ferry Bancorp pursuant to an option ("Option") granted under the Slade's Ferry Bancorp 2004 Equity Incentive Plan ("Plan"). If you are not the person to whom the Option was granted ("Option Recipient"), you must attach to this Notice proof of your right to exercise the Option granted under the Stock Option Certificate entered into between Slade's Ferry Bancorp and the Option Recipient ("Certificate"). This Notice should be personally delivered or mailed by certified mail, return receipt requested to: Slade's Ferry Bancorp, 100 Slade's Ferry Avenue, Somerset, MA 02726, Attention: Personnel Committee. The effective date of the exercise of the Option shall be the earliest date practicable following the date this Notice is received by Slade's Ferry Bancorp but in no event more than three days after such date ("Effective Date"). Except as specifically provided to the contrary herein, capitalized terms shall have the meanings assigned to them under the Plan. OPTION INFORMATION Identify below the Option that you are exercising by providing the following information from the Stock Option Certificate. Name of Option Recipient: ___________________________________ Option Grant Date: _______________, ______ Exercise Price per share: $__.__ (Month and Day) (Year) EXERCISE PRICE Compute the Exercise Price below and select a method of payment. Total Exercise Price _______________ x $_______._______ = $____________________ (No. of Shares) (Exercise Price) Total Exercise Price Method of Payment [ ] I enclose a certified check, money order, or bank draft payable to the order of Slade's Ferry Bancorp in the amount of $________ [ ] I enclose Shares I have owned for at least six months duly endorsed for transfer to Slade's Ferry Bancorp with all stamps attached and having a fair market value of $________ Total Exercise Price $________ * Subject to Committee approval as an acceptable method of payment. ISSUANCE OF CERTIFICATES I hereby direct that the stock certificates representing the Shares purchased pursuant to section 2 above be issued to the following person(s) in the amount specified below: Name and Address Social Security No. No. of Shares ____________________________________ ____________________________________ ___-__-____ _____________ ____________________________________ ____________________________________ ___-__-____ _____________ WITHHOLDING ELECTIONS For Employee Option Recipients with Non-Qualified Stock Options only. Beneficiaries should not complete. I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to the Shares to be issued to me pursuant to this Notice, but that I may request Slade's Ferry Bancorp to retain or sell a sufficient number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in the following manner [check one]: [ ] With a certified or bank check that I will deliver to Slade's Ferry Bancorp on the day after the Effective Date of my Option exercise. [ ] With the proceeds from a sale of Shares that would otherwise be distributed to me. [ ] Retain shares that would otherwise be distributed to me and that have a value equal to the minimum amount required to be withheld by law. I understand that the withholding elections I have made on this form are not binding on the Committee, and that the Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the Effective Date. I further understand that the Committee may request additional information or assurances regarding the manner and time at which I will report the income attributable to the distribution to be made to me. I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal amount of such taxes in cash in order to avoid the sale of more Shares than are necessary. COMPLIANCE WITH TAX AND SECURITIES LAWS S H I understand that I must rely on, and consult with, my own tax and legal counsel (and not Slade's Ferry Bancorp) regarding the I E application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my Option and this G R Notice. I understand that I will be responsible for paying any federal, state and local taxes that may become due upon the sale N E (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be reportable. ________________________________________ ______________________ Signature Date ___________________________ Internal Use Only _______________________________ Received [check one]: [ ] By Hand [ ] By Mail Post Marked__________________ Date of Post Mark By_______________________________________ ____________________________________ Authorized Signature Date of Receipt APPENDIX B TO STOCK OPTION CERTIFICATE SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN Beneficiary Designation Form GENERAL INFORMATION Use this form to designate the Beneficiary(ies) who will receive vested stock options outstanding to you at the time of your death. Name of Award Recipient _________________________ Social Security Number ___-__-____ BENEFICIARY Complete sections A and B. If no percentage shares are DESIGNATION specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately. A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death: Name Address Relationship Birthdate Share ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% Total=100% B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death: Name Address Relationship Birthdate Share ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% Total=100% S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the I E Personnel Committee of Slade's Ferry Bancorp prior to my death, and that it is subject to all of the terms and conditions of G R the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all N E outstanding Stock Options. _____________________________________ ______________________ Your Signature Date ___________________________ Internal Use Only ___________________________ This Beneficiary Designation was received Comments by the Personnel Committee of Slade's Ferry Bancorp on the date indicated. By ________________________ ______________ Authorized Signature Date EX-4 3 slas8-42.txt EXHIBIT 4.2 EXHIBIT 4.2 ----------- Form of Restricted Stock Award under the Slade's Ferry Bancorp 2004 Equity Incentive Plan SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE ----------------------------- ___________________________________________________________________________ Name of Award Recipient Social Security Number ___________________________________________________________________________ Street Address ___________________________________________________________________________ City State ZIP Code This Restricted Stock Award Notice is intended to set forth the terms and conditions on which an Award has been granted under the Slade's Ferry Bancorp 2004 Equity Incentive Plan. Set forth below are the specific terms and conditions applicable to this Award. Attached as Exhibit A are its general terms and conditions.
=========================================================================== Restricted Stock Award (A) (B) (C) (D) (E) =========================================================================== Effective Date - --------------------------------------------------------------------------- Class of Shares* Common Common Common Common Common - --------------------------------------------------------------------------- No. of Awarded Shares* - --------------------------------------------------------------------------- Type of Award (Escrow or Legended Certificate) - --------------------------------------------------------------------------- Vesting Date* =========================================================================== * Subject to adjustment as provided in the Plan and the General Terms and Conditions.
By signing where indicated below, Slade's Ferry Bancorp (the "Company") grants this Award upon the specified terms and conditions, and the Award Recipient acknowledges receipt of this Restricted Stock Award Notice, including Exhibit A, and agrees to observe and be bound by the terms and conditions set forth herein and acknowledges receipt of a Prospectus dated May 13, 2004 for the Slade's Ferry Bancorp 2004 Equity Incentive Plan. Slade's Ferry Bancorp Award Recipient By __________________________ ____________________________________ Name: Title: ___________________________________________________________________________ Instructions: This page should be completed by or on behalf of the Personnel Committee. Any blank space intentionally left blank should be crossed out. An Award consists of shares granted with uniform terms and conditions. Where shares granted under an Award are awarded on the same date with varying terms and conditions (for example, varying vesting dates), the awards should be recorded as a series of grants each with its own uniform terms and conditions. EXHIBIT A --------- SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD General Terms and Conditions Section 1. Size and Type of Award. The shares of Common Stock, par value $.01 per share, of Slade's Ferry Bancorp ("Shares") covered by this Award ("Awarded Shares") are listed on this Restricted Stock Award Notice. Your Restricted Stock Award Notice designates the Awarded Shares as either "Escrow" or "Legended Certificate". (a) Legended Certificate. If your Awarded Shares are designated "Legended Certificate," a stock certificate evidencing the Awarded Shares will be issued in your name. The stock certificate will bear a legend indicating that it is subject to all of the terms and conditions of this Award Notice and the Plan. You may elect to be taxed on the Fair Market Value of the Awarded Shares as of the date they are placed in the brokerage account in your name, pursuant to section 83(b) of the Internal Revenue Code of 1986. You must make this election in writing, in the manner required by applicable Internal Revenue Service Regulations, and file it with the Internal Revenue Service and the Company within 30 days after the date on which the Awarded Shares are placed in your brokerage account. (b) Escrow. If your Awarded Shares are designated "Escrow," the Awarded Shares will either be held in the name of the Plan Funding Agent on a pooled basis with other Awarded Shares that have been designated "Escrow," or they will be evidenced by a legended stock certificate in your name that will be held on your behalf. You will not be permitted to elect to be taxed currently on the Fair Market Value of the Awarded Shares and instead will be subject to income tax on the Awarded Shares as and when they become vested. Section 2. Vesting. (a) Vesting Dates. The Vesting Dates for your Awarded Shares are specified on this Award Notice. On each Vesting Date, you will obtain unrestricted ownership of the Awarded Shares that vest on that Vesting Date. A stock certificate (or a book entry listing) evidencing your unrestricted ownership of the vested Awarded Shares will be distributed to you or placed in a brokerage account on your behalf. If a legended stock certificate evidencing these Awarded Shares was previously placed in your brokerage account, it will be exchanged for an unrestricted certificate or book entry listing. (b) Forfeitures. If you terminate service with the Company prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on that date. Your service with the Company will not be treated as having terminated for vesting purposes if you continue as a director emeritus of the Company. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership that was placed in a brokerage account for you will be returned to the Plan Funding Agent to be used for future awards to others. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture. (c) Accelerated Vesting. All of your Awarded Shares that have not previously vested will become fully vested immediately, and without any further action on your part, in the event of your death, Disability (as defined by the Personnel Committee) or Retirement (as defined by the Personnel Committee) before your termination of service with the Company or in the event a Change of Control (as defined by the Personnel Committee) occurs before you terminate service with the Company. You may designate a Beneficiary to receive any Awarded Shares that vest upon your death using the Beneficiary Designation attached as Appendix A. (d) Definition of Service. For purposes of determining the vesting of your Awarded Shares, you will be deemed to be in the service of the Company for so long as you serve in any capacity as an employee, officer, non-employee director or consultant of the Company or Slade's Ferry Bank. Section 3. Dividends. If your Awarded Shares are in the form of Legended Certificates, any dividends declared by the Company with a record date that is after the Effective Date specified in this Award Notice will be credited to your brokerage account for your benefit on an unrestricted basis. If your Awarded Shares are designated "Escrow", you will receive the dividends on an unrestricted basis, but they will be paid to you by, and will be taxable in the same manner as other compensation paid to you by, the Company; by signing this Award Notice and accepting its terms, you direct Personnel Committee and/or the Plan Funding Agent to remit to the Company for payment to you any dividends that either of them may receive as the record holder of your unvested Awarded Shares. Section 4. Voting Rights. You shall have the right to control all voting rights relating to all unvested Awarded Shares. If your Awarded Shares are placed in your brokerage account, you will receive proxy materials for voting in the same manner as other shareholders with Shares in brokerage accounts. If your unvested Awarded Shares are held by the Personnel Committee or the Plan Funding Agent, such entity will ask you for voting directions and will follow your directions in voting your unvested Awarded Shares. Section 5. Amendment. This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between you and the Company. Section 6. Plan Provisions Control. This Award Notice, and the rights and obligations created hereunder, shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Notice, you acknowledge receipt of a copy of the Plan and a copy of the Prospectus for the Plan dated May 13, 2004. APPENDIX A TO RESTRICTED STOCK AWARD NOTICE SLADE'S FERRY BANCORP 2004 EQUITY INCENTIVE PLAN Beneficiary Designation Form GENERAL INFORMATION Use this form to designate the Beneficiary(ies) who will receive Shares available for distribution at the time of your death. Name of Award Recipient _________________________ Social Security Number ___-__-____ BENEFICIARY Complete sections A and B. If no percentage shares are DESIGNATION specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately. A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death: Name Address Relationship Birthdate Share ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% Total=100% B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death with respect to all outstanding Awarded Shares: Name Address Relationship Birthdate Share ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% ____________________ ____________________ ____________________ ____________ _________ _________% Total=100% S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Personnel I E Committee of Slade's Ferry Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also G R understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Awarded Shares. N E ________________________________________ ______________________ Your Signature Date ___________________________ Internal Use Only _______________________________ This Beneficiary Designation was received Comments by the Personnel Committee of Slade's Ferry Bancorp on the date indicated. By ________________________ ______________ Authorized Signature Date EX-5 4 slas8-5.txt EXHIBIT 5 EXHIBIT 5/EXHIBIT 23.1 ---------------------- Opinion of Thacher Proffitt & Wood LLP [LETTERHEAD OF THACHER PROFFITT & WOOD LLP] May 13, 2004 Board of Directors Slade's Ferry Bancorp 100 Slade's Ferry Avenue Somerset, MA 02726 Re: Registration Statement on Form S-8 ---------------------------------- Members of the Board: We have acted as counsel for Slade's Ferry Bancorp, a Massachusetts corporation (the "Company"), in connection with the filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended ("Registration Statement") with respect to 300,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), to be offered pursuant to the Slade's Ferry Bancorp 2004 Equity Incentive Plan (the "Plan"). In rendering the opinion set forth below, we do not express any opinion concerning law other than the laws of the Commonwealth of Massachusetts and the federal securities laws of the United States. We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments as we have deemed necessary or advisable for purposes of this opinion. As to matters of fact, we have examined and relied upon the Plan described above and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the shares of Common Stock that are being registered pursuant to the Registration Statement have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, such shares will be validly issued, fully paid and non-assessable. This opinion is given solely for the benefit of the Company and purchasers of shares under the Plan, and may not be relied upon by any person or entity, nor quoted in whole or in part, or otherwise referred to in any document without our express written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm's name therein. Very truly yours, THACHER PROFFITT & WOOD LLP By: /s/ Richard A. Schaberg, Esq. Richard A. Schaberg, Esq. EX-23 5 slas8232.txt EXHIBIT 23.2 EXHIBIT 23.2 Consent of Shatswell, MacLeod & Company, P.C. [LETTERHEAD OF SHATSWELL, MacLEOD & COMPANY, P.C.] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors Slade's Ferry Bancorp. 100 Slade's Ferry Avenue Somerset, Massachusetts 02726 We consent to the incorporation by reference in the Registration Statement on Form S-8 of Slade's Ferry Bancorp. of our report dated January 13, 2004 (except for Note 14 as to which the date is January 22, 2004) with respect to the consolidated balance sheets of Slade's Ferry Bancorp. and Subsidiary as of December 31, 2003 and 2002, 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, 2003, which report appears in the Annual Report on Form 10-K for the year ended December 31, 2003 of Slade's Ferry Bancorp. /s/ SHATSWELL, MacLEOD & COMPANY, P.C. SHATSWELL, MacLEOD & COMPANY, P.C. West Peabody, Massachusetts May 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----