As filed with the Securities and Exchange
Commission on May 13, 2004 Registration No.
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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
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Thomas B. Almy
/s/ Peter G. Collias Director May 10, 2004
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Peter G. Collias
/s/ Anthony F. Cordeiro Director May 10, 2004
------------------------------
Anthony F. Cordeiro
/s/ Paul C. Downey Director May 10, 2004
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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
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Majed Mouded, MD
/s/ Shaun O'Hearn, Sr. Director May 10, 2004
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Shaun O'Hearn, Sr.
/s/ Lawrence J. Oliveira, DDS Director May 10, 2004
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Lawrence J. Oliveira, DDS
/s/ Peter Paskowski Director May 10, 2004
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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
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William J. Sullivan
/s/ Charles Veloza Director May 10, 2004
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Charles Veloza
/s/ David F. Westgate Director May 10, 2004
------------------------------
David F. Westgate
EXHIBIT INDEX
Exhibit
Number Description
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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.