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 or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
1441 Main Street 01102
Springfield, Massachusetts (Zip Code)
(Address of principal office)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pusuant to General effective simultaneously with
Instruction A(c)(1), please check the effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1993 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:
Preferred Share Purchase Rights
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On January 22, 1997, the Board of Directors of SIS Bancorp, Inc. (the
"Company"), declared a dividend distribution of one Preferred Share Purchase
Right (a "Right") for each of the Company's outstanding shares of common stock,
par value $.01 per share (the "Common Shares"), to holders of record of the
Common Shares at the close of business on February 3, 1997. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of preferred stock, par value $.01 per share, of the Company (the "Preferred
Shares") or in certain circumstances, to receive cash, property, Common Shares
or other securities of the Company, at a Purchase Price of $100.00 per one
one-hundredth of a Preferred Share, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent.
Initially, the Rights will be attached to all certificates representing
the Common Shares and no separate Rights Certificates will be distributed. The
Rights will separate from the Common Shares and a Distribution Date will occur
upon the earlier of (i) 10 business days (or such later date as the Company's
Board of Directors may determine before a Distribution Date occurs) following a
public announcement by the Company that a person or group of affiliated or
associated persons, with certain exceptions (an "Acquiring Person"), has
acquired, or has obtained the right to acquire beneficial ownership of 10% or
more of the outstanding Common Shares (the date of such announcement being the
"Share Acquisition Date") or (ii) 10 business days (or such later date as the
Company's Board of Directors may determine before a Distribution Date occurs)
following the commencement of a tender offer or exchange offer that would result
in a person becoming an Acquiring Person.
Until the Distribution Date, (i) the Rights will be evidenced by the
certificates for Common Shares and will be transferred with and only with such
Common Share certificates, (ii) Common Share certificates will contain a
notation incorporating the Rights Agreement by reference and (iii) the surrender
for transfer of any certificates for Common Shares outstanding will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 22, 2007, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and, from and after the Distribution Date, the
separate Rights Certificates alone will represent the Rights.
In the event (a "Flip-In Event") a Person becomes an Acquiring Person
(except pursuant to a tender or exchange offer for all outstanding Common Shares
at a price and on terms which a majority of the Company's Outside Directors (as
defined in the Rights Agreement) determines to be fair to and otherwise in the
best interests of the Company and its shareholders (a "fair offer")), each
holder of a Right will thereafter have the right to receive, upon exercise of
such Right, Common Shares (or, in certain circumstances, cash, property or other
securities of the Company) having a Current Market Price (as defined the Rights
Agreement) equal to two times the exercise price of the Right. Notwithstanding
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the foregoing, following the occurrence of any Flip-In Event, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person (or by certain related parties) will
be null and void in the circumstances set forth in the Rights Agreement.
However, Rights will not be exercisable following the occurrence of any Flip-In
Event until such time as the Rights are no longer redeemable by the Company as
set forth below.
For example, at an exercise price of $100.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following a Flip-In
Event would entitle its holder to purchase $200.00 worth of Common Shares (or
other consideration, as noted above) for $100.00. Assuming that the Common
Shares had a Current Market Price of $25.00 at such time, the holder of each
valid Right would be entitled to purchase 8 Common Shares for $100.00.
In the event (a "Flip-Over Event") that, at any time on or after the
Share Acquisition Date, (i) the Company shall take part in a merger or other
business combination transaction (other than certain mergers that follow a fair
offer) and the Company shall not be the surviving entity or (ii) the Company
shall take part in a merger or other business combination transaction in which
the Common Shares are changed or exchanged (other than certain mergers that
follow a fair offer) or (iii) 50% or more of the Company's assets or earning
power is sold or transferred, each holder of a Right (except Rights which
previously have been voided, as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right.
The Purchase Price payable and the number of Preferred Shares (or the
amount of cash, property or other securities) issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a share dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the Current Market Price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at lest 1% of the Purchase
Price. The Company is not required to issue fractional Preferred Shares upon the
exercise of any Right or Rights evidenced hereby. In lieu thereof, a cash
payment may be made, as provided in the Rights Agreement.
At any time until 10 business days following the Share Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable, at the option of the Company, in cash, Common Shares or
other consideration as the Board of Directors may determine. Immediately upon
the effectiveness of the action of the Company's Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 per Right redemption price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
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exercisable for Common Shares (or cash, property, or other securities) of the
Company or for common stock of the acquiring company as set forth above.
The terms of the Rights, other than key financial terms and the date on
which the Rights expire, may be amended by the Board of Directors of the Company
prior to the Distribution Date. Thereafter, the provisions of the Rights
Agreement may be amended by the Board of Directors only in order to cure any
ambiguity, defect or inconsistency, to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person and certain other related parties) or to shorten or lengthen
any time period under the Rights Agreement; provided, however, that no amendment
to lengthen the time period governing redemption shall be made at such time as
the Rights are not redeemable.
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by referenced to the Rights Agreement filed as
Exhibit 4.1 hereto. Capitalized terms used and not defined herein have the
meanings set forth in the Rights Agreement.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement.
Exhibit Number Description
4.1 Rights Agreement dated as of January 22, 1997 between SIS
Bancorp, Inc. and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.
4.2 Terms of Series A Junior Participating Preferred Stock,
included as Exhibit A to Rights Agreement.
4.3 Summary of Rights to Purchase Shares of Series A Junior
Participating Preferred Stock, included as Exhibit B to Rights
Agreement.
4.4 Form of Rights Certificate, included as Exhibit C to Rights
Agreement.
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Signatures
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: January 23, 1997 By: /s/ F. William Marshall, Jr.
F. William Marshall, Jr.
President