SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
SIS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-3303264
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
1441 Main Street
Springfield, Massachusetts 01102
(Address of principal executive office) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effective debt securities and is to become
upon filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value per share
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
General
Pursuant to an Agreement and Plan of Reorganization dated as of January 31,
1996 (the "Plan of Reorganization") between Springfield Institution for Savings,
a Massachusetts chartered stock savings bank (the "Bank") and SIS Bancorp, Inc.,
a newly-formed Massachusetts corporation organized at the direction of the Bank
(the "Company"), the Company will acquire all of the outstanding common stock,
par value $1.00 per share, of the Bank other than shares held by stockholders,
if any, exercising dissenters' appraisal rights, in a share-for-share exchange
for the common stock, par value $.01 per share, of the Company ("Common Stock").
The Bank will thereby become a wholly-owned subsidiary of the Company and the
Bank's stockholders will become, subject to their exercise of dissenters'
appraisal rights, stockholders of the Company. Under the Articles of
Organization of the Company (the "Articles"), as amended prior to the
consummation of the Plan of Reorganization, the Company will be authorized to
issue up to 25,000,000 shares of Common Stock and up to 5,000,000 shares of
preferred stock, par value $0.01 per share.
Preferred Stock
The Board of Directors of the Company is authorized to issue shares of
preferred stock in series and to fix the voting powers, designations,
preferences, or other special rights of the shares of each such series and the
qualifications, limitations, and restrictions thereon. The issuance of preferred
stock by the Company is subject to the approval of a majority vote of the Board
of Directors of the Company. Preferred stock issued by the Company may rank
prior to the Common Stock as to dividend rights, or liquidation preferences, or
both, may have full or limited voting rights (including multiple voting rights
and voting rights as a class), and may be convertible into shares of Common
Stock.
Common Stock
Voting Rights. Stockholders are entitled to one vote per share on any
matters subject to stockholder approval, including the election of Directors.
The Articles do not provide for cumulative voting in connection with the
election of Directors, and therefore holders of a majority of the Common Stock
will be able to elect all of the Directors standing for election in each year,
subject to the rights of the holders of shares of preferred stock, if and when
issued.
Preemptive Rights. Holders of Common Stock have no preemptive rights as to
the purchase of any shares issued in the future. Therefore, the Board of
Directors may sell shares of capital stock without first offering them to the
then stockholders of the Company.
Assessability. Under Massachusetts law, Common Stock is non-assessable.
Dividend Rights; Repurchase or Redemption of Shares. A Massachusetts
business corporation, such as the Company, may pay dividends or repurchase or
redeem its shares of capital stock; however, a director who votes to authorize a
dividend, repurchase or redemption which is in violation of the corporation's
articles of organization or which renders the corporation insolvent may be
jointly and severally liable for such improper dividend, repurchase or
redemption. Stockholders to whom a corporation makes any such distribution
(except a distribution of stock of the corporation), if the corporation is, or
is thereby rendered, insolvent, are liable to the corporation for the amount of
such distribution made, or for the amount of such distribution which exceeds
that which could have been made without rendering the corporation insolvent, but
in either event only to the extent of the amount paid or distributed to them,
respectively.
It is the policy of the Federal Reserve Board that bank holding companies
should pay cash dividends on common stock only out of the past year's net
income, and only if prospective earnings retention is consistent with the
organization's expected future needs. The policy further provides that a bank
holding company should not maintain a level of cash dividends that undermines
the bank holding company's ability to serve as a source of strength to its
subsidiary banks. The Federal Reserve Board also requires by regulation that a
bank holding company seeking to purchase or redeem any of its equity securities
must provide prior notice to the appropriate regional Federal Reserve
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Bank, which may disapprove of such proposed purchase or redemption, if the gross
consideration for such purchase or redemption, when aggregated with the net
consideration paid by the holding company for all such purchases or redemptions
during the preceding twelve months, exceeds 10% of the holding company's
consolidated net worth, except that such prior notice requirements do not apply
to any holding company that is "well capitalized" in accordance with Federal
Reserve Board regulations, has received a composite "1" or "2" rating in its
most recent examination and is not subject to any unresolved regulatory issues.
Any issuance of preferred stock with a preference over Company Common Stock
as to dividends may affect the dividend rights of Common Stock holders.
Directors
Number and Staggered Terms. The By-laws of the Company (the "By-laws")
provide that, subject to the rights of holders of preferred stock, if and when
issued, a majority of the total number of Directors that the Company would have
if there were no vacancies (the "Whole Board") shall fix from time to time the
number of Directors of the Company, which number will not in any case be less
than three, unless at the time there is an Interested Stockholder in which case
a majority vote of the Continuing Directors is also required to fix such number.
The Board of Directors of the Company will initially be composed of seven
Directors. The Articles provide for three classes of Directors with one class
elected each year for three year staggered terms, so that ordinarily no more
than approximately one-third of the Directors will stand for election in any one
year, and that there will be no cumulative voting in the election of Directors.
The term "Interested Stockholder" is defined in the Articles to mean generally
any beneficial owner of more than 4.9% of the outstanding voting stock or, from
and after February 7, 1998, 10% of the outstanding voting stock of the Company
and certain assignees of such Interested Stockholder. The term "Continuing
Directors" is defined in the Articles to mean generally Directors and certain
successor Directors who are not affiliates of any Interested Stockholder and who
were Directors prior to the time that any Interested Stockholder became an
Interested Stockholder.
Removal. The Articles provide that Directors may be removed from office,
but only for cause, and then only by the affirmative vote of not less than
eighty percent of the outstanding shares entitled to vote at a duly constituted
meeting of stockholders. The Articles define cause to mean only the following:
(i) conviction of a felony, (ii) declaration of unsound mind by order of court,
(iii) gross dereliction of duty, (iv) commission of an act involving moral
turpitude, or (v) commission of an action which constitutes intentional
misconduct or a knowing violation of law if such action in either event results
both in an improper substantial personal benefit and a material injury to the
Company.
Vacancies. The By-laws provide that any vacancy occurring on the Board of
Directors of the Company, including vacancies resulting from an enlargement of
the Board, shall be filled solely by the affirmative vote of a majority of the
remaining Directors, unless at the time there is an Interested Stockholder, in
which case the affirmative vote of a majority of the Continuing Directors is
required. Any Director of the Company so chosen would hold office for the
remainder of the term of the class of Directors to which the Director has been
elected.
Meetings of Stockholders
The Articles provide that a special meeting of stockholders may be called
only by the President, or by a majority of the Whole Board, provided that if at
the time of any such call there is an Interested Stockholder, such call shall
also require the affirmative vote of a majority of the Continuing Directors then
in office. The Articles also provide that only those matters set forth in the
call of the special meeting may be considered or acted upon at such special
meeting, unless otherwise provided by law.
The By-laws set forth certain advance notice and informational requirements
and time limitations on any Director nomination or any new business which a
stockholder wishes to propose for consideration at a meeting of stockholders.
Any such nomination or new business, to be timely, shall be delivered to, or
mailed and received at, the principal executive offices of the Company not less
than 70 days nor more than 90 days prior to the first anniversary of the
preceding year's annual meeting, provided that in the event that the date of the
annual meeting is advanced by more than twenty days or delayed by more than
seventy days from such anniversary date, notice by the stockholder to be timely
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must be so delivered not earlier than the ninetieth day prior to such annual
meeting and not later than the close of business on the later of the seventieth
day prior to such annual meeting or the tenth day following the day on which
public announcement of the date of such meeting is first made. Notwithstanding
the above, in the event that the number of directors to be elected to the Board
of Directors is increased and there is no public announcement naming all of the
nominees for director or specifying the size of the increased Board of Directors
made by the Company at least eighty days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice would be considered
timely, but only with respect to nominees for any new positions created by such
increase, if delivered to the Clerk of the Company at its principal executive
offices not later than the close of business on the tenth day following the day
on which such public announcement was first made by the Company. Stockholder
proposals that do not satisfy these requirements may be rejected by the Board of
Directors.
Stockholder Vote Required to Approve Certain Transactions
Massachusetts law provides that certain agreements of merger or
consolidation, or the sale, lease or exchange of all or substantially all of the
property and assets, of a Massachusetts corporation must be approved by the
affirmative vote of holders of two-thirds of the shares of each class of stock
outstanding and entitled to vote thereon or, if the articles of organization so
provide, the vote of a lesser proportion, but not less than a majority.
Additionally, Massachusetts law provides that no vote of the stockholders of the
surviving Massachusetts corporation is required, unless its articles of
organization otherwise provide, to approve a merger if (i) the agreement of
merger does not amend in any respect the corporation's articles of organization,
(ii) the number of shares of the surviving corporation's stock to be issued in
the merger does not exceed 15% of the shares of the same class outstanding
immediately prior to the effective date of the merger and (iii) the issuance of
authorized but unissued stock pursuant to a merger by vote of the directors has
been authorized by the by-laws or a vote of the stockholders. A Massachusetts
corporation owning at least 90% of the outstanding shares of each class of stock
of another corporation may merge such corporation into itself without a vote of
the stockholders. The Articles provide that an affirmative vote of the holders
of a majority of the voting power of the then outstanding voting stock of the
Company, voting together as a single class, may authorize any (i) sale, lease or
exchange of all or substantially all of its assets or (ii) consolidation or
merger of the Company with or into any other corporation that would otherwise,
pursuant to Chapter 156B of the Massachusetts General Laws, have required an
affirmative vote of the holders of two-thirds of the voting power of the
Company's then outstanding voting stock voting together as a single class,
provided that, in either case, such transaction has previously been approved by
a vote of a majority of the Board of Directors (and, if at the time of such
action there is an Interested Stockholder, an additional vote of a majority of
the Continuing Directors).
The Articles provides that any Business Combination (as defined below)
involving the Company and an Interested Stockholder must be approved by the
holders of at least 80% of the outstanding shares of the Company's voting stock
voting together as a single class (the "Voting Requirement"). The Voting
Requirement does not apply and the affirmative vote of only a majority of the
Company's voting stock is required, if (i) the Business Combination is approved
by an affirmative vote of a majority of both the Continuing Directors and the
Board of Directors or (ii) certain "fair price" (defined generally to mean,
among other things, that the consideration to be received by stockholders in
such Business Combination shall be in the same form and kind as the
consideration paid by the Interested Stockholder for the Company's capital stock
owned by such person and shall be at least equal to the highest of the
following: (A) the highest per share price paid by such Interested Stockholder
in acquiring any of its holdings of Common Stock within the two year period
immediately prior to the first public announcement of the proposal of the
Business Combination (the "Announcement Date") or in the transaction through
which such person became an Interested Stockholder; (B) the highest Fair Market
Value (as defined in the Articles) per share of Common Stock on any date during
the one-year period prior to and including the Announcement Date; and (C) the
price per share equal to (1) the Fair Market Value per share of common stock on
the Announcement Date or on the date on which the Interested Stockholder became
an Interested Stockholder, multiplied by (2) a fraction (x) the numerator of
which is the highest per share price paid by the Interested Stockholder for any
share of Common Stock acquired by it within the two-year period immediately
prior to and including the Announcement Date and (y) the denominator of which is
the Fair Market Value per share of Common Stock on the first day in such
two-year period on which the Interested Stockholder acquired any shares of
Common Stock) and other criteria are met. As defined in the Articles, a
"Business Combination" includes, among other things (i) any merger or
consolidation of the Company with an Interested Stockholder or affiliate
thereof, (ii) the sale, lease, exchange, mortgage,
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pledge, transfer or other disposition by the Company of assets having a fair
market value of $1,000,000 or more to or with an Interested Stockholder or an
affiliate thereof, (iii) the purchase, exchange, lease or other acquisition by
the Company of all or substantially all the assets or business of any Interested
Stockholder or affiliate thereof, (iv) the issuance or transfer by the Company
of any securities of the Company to an Interested Stockholder or any affiliate
thereof in exchange for cash, securities or other property (or a combination
thereof) having a fair market value of $1,000,000 or more, (v) the adoption of a
plan or proposal for the liquidation or dissolution of the Company proposed by
or on behalf of an Interested Stockholder or an affiliate thereof and (vi) any
transaction that has the effect of increasing the proportionate share of any
class of equity security of the Company that is beneficially owned by an
Interested Stockholder or any affiliate thereof.
Beneficial Ownership Limitation
The Articles contain a prohibition against any person directly or
indirectly offering to acquire, or acquiring, beneficial ownership (as defined
in the Articles) of more than 4.9% of any class of outstanding equity securities
of the Company prior to February 7, 1998, or directly or indirectly offering to
acquire, or acquiring, beneficial ownership of more than 10% of any class of
outstanding equity securities of the Company at any time from and after February
7, 1998. The Articles contain an exception from this limitation for any offer to
the Company made by the underwriters acting on behalf of the Company in
connection with a public offering by the Company of its capital stock. In
addition, the Articles provide an exception for any acquisition of shares of
capital stock which has been approved by an affirmative vote of not less than
two-thirds of the Board of Directors then in office (or, if there is an
Interested Shareholder at the time of such vote, then also the affirmative vote
of not less than two-thirds of the Continuing Directors then in office). In
approving the Plan of Reorganization, the Massachusetts Commissioner of Banks
has also imposed a substantially similar prohibition on any offer to acquire, or
acquisition of, more than 10% of any class of the Company's equity securities
without prior notice to the Company and prior approval of the Commissioner of
Banks. This regulatory limitation, which may not be waived by the Company or its
Board of Directors, remains in effect until February 7, 1998.
Amendment of Articles
The Articles provide that an amendment must first be approved by a majority
of the Directors of the Company then in office and thereafter by an affirmative
vote of at least eighty percent (80%) of the voting power of the then
outstanding voting stock of the Company (except that certain provisions may be
amended by a majority vote of the stockholders). In addition, if, at any time
within a sixty-day period prior to the meeting of stockholders at which such
amendment is to be considered there is an Interested Stockholder, the amendment
must also be approved by an affirmative vote of a majority of the Continuing
Directors then in office, prior to approval by the stockholders.
Amendment of By-laws
The Articles provide that the By-laws may be adopted or amended either by
the Board of Directors or the stockholders of the Company. Such action by the
Board of Directors shall require the affirmative vote of at least a majority of
the Directors then in office at a duly constituted meeting of the Board of
Directors, unless at the time of such action there shall be an Interested
Stockholder, in which case such action shall also require the affirmative vote
of at least a majority of the Continuing Directors then in office, at such a
meeting. Such action by the stockholders of the Company shall require (i)
approval by the affirmative vote of a majority of the Board of Directors then in
office at a duly constituted meeting of the Board of Directors, unless at the
time of such action there shall be an Interested Stockholder, in which case such
action shall also require the affirmative vote at such meeting of at least a
majority of the Continuing Directors then in office, (ii) unless waived by the
affirmative vote of the Board of Directors (and, if applicable, Continuing
Directors) specified in the preceding sentence, the submission by the
stockholders of written proposals for adopting, altering, amending, changing or
repealing the By-laws that comply in all respects with the provisions of the
By-laws governing such submissions and (iii) the affirmative vote of at least
80% of the votes eligible to be cast by stockholders at a duly constituted
meeting of stockholders called expressly for such purpose.
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Anti-Takeover Provisions
Chapter 110D of the Massachusetts General Laws covers "control share
acquisitions" affecting corporations incorporated in Massachusetts that have at
least 200 stockholders and possess certain statutory indicia reflecting
additional substantial ties to Massachusetts (as would be the case with the
Company). Chapter 110D limits the voting rights of shares held by persons who
have acquired 20% or more of the voting power of the target corporation. Under
this statute, shares acquired in a control share acquisition retain the same
voting rights as all other shares of the same class or series only to the extent
authorized by a vote of the majority of all shares entitled to vote for the
election of directors, excluding such acquired shares. A corporation that is
otherwise subject to Chapter 110D may expressly provide in its articles of
organization or bylaws that the statute does not apply. Chapter 110D by its
terms would apply to the Company. The Company has not included any "opt out"
provision in either the Articles or By-laws of the Company.
Chapter 110F of the Massachusetts General Laws provides that if any
acquiror buys 5% or more of a target company's stock, where the target company
has at least 200 stockholders and possesses certain statutory indicia reflecting
substantial ties or nexus to Massachusetts, without the prior approval of the
target company's board of directors, such acquiror generally may not, for a
period of three years, (i) complete the acquisition of the target company
through a merger, (ii) pledge or sell any assets of the target company or (iii)
engage in other self-dealing transactions with the target company. The prior
board of directors approval requirement does not apply if the acquiror buys at
least 90% of the target company's outstanding stock in the transaction in which
it crosses the 5% threshold or if the acquiror, after crossing the threshold,
obtains the approval of the target company's board of directors and two-thirds
of the target company's stock held by persons other than the acquiror. A
corporation that would otherwise be covered by Chapter 110F may expressly
provide in its articles of organization that the statute does not apply. Chapter
110F by its terms would apply to the Company. The Articles do not contain any
such "opt out" provision.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
Exhibit Number Description
99.1 Articles of Organization of the Registrant
99.2 Bylaws of the Registrant
99.3 Annual Report on F.D.I.C. Form F-2 of Springfield Institution
for Savings (the "Bank") for the fiscal year ended
December 31, 1995
99.4 Report of Independent Accountants on the financial statements
of the Bank for the year ended December 31, 1993
99.5 Notice and Proxy Statement dated March 27, 1996 for the Annual
Meeting of Shareholders of the Bank
99.6 Quarterly Report on F.D.I.C. Form F-4 of the Bank for the
fiscal quarter ended March 31, 1996
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIS BANCORP, INC.
Date: June 4, 1996 By: /s/ F. William Marshall, Jr.
-----------------------------
F. William Marshall, Jr.
President
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