As filed with the Securities and Exchange Commission on October 24, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
Port Financial Corp.
(Exact name of registrant as specified in its charter)
Massachusetts 04-1145480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1380 Soldiers Field Road
Brighton, MA 02135
(800) 835-9094
(Address, including Zip Code, of principal executive offices)
_______________
Port Financial Corp. 2000 Stock Option Plan
and
Port Financial Corp. 2000 Recognition and Retention Plan
(Full title of the Plans)
_______________
Mr. James B. Keegan
Chairman and Chief Executive Officer
Port Financial Corp.
1380 Soldiers Field Road
Brighton, MA 02135
(800) 835-9094
Copy to:
Richard A. Schaberg, Esq.
1700 Pennsylvania Avenue, N.W., 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
=========================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share (2) Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 1,041,995 $16.188 $16,867,815 $4,454
=========================================================================================================
<FN>
<F1> Based on the total number of shares of common stock of Port Financial
Corp. (the "Company") reserved for issuance upon the exercise of
options granted pursuant to the Port Financial Corp. 2000 Stock Option
Plan ("Option Plan") and the total number of shares of common stock
authorized for awards under the Port Financial Corp. 2000 Recognition
and Retention Plan (the "RRP"). There are 744,282 shares of common
stock reserved for awards under the Option Plan and 297,713 shares
authorized for awards under the RRP (collectively, the "Plans"). In
addition to such shares, this registration statement also covers an
undetermined number of shares of common stock of the Company that, by
reason of certain events specified in the Plans, may become issuable
upon exercise of options or grant of awards through the application of
certain anti-dilution provisions.
<F2> Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which a total of 1,041,995 restricted shares and shares that may be
acquired upon exercise of options granted in the future are deemed to
be offered at $16.188 per share, the average of the daily high and low
sales prices of common stock of the Company on the Nasdaq National
Market System at the close of trading on October 17, 2000.
</FN>
===========================================================================
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 documents containing the information specified in this Part
I will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities Act of 1933, as amended ("Securities Act").
Such documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3
of Part II of this registration statement, taken together, constitute
prospectuses that meet the requirements of Section 10(a) of the Securities
Act.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed with the
Commission by Port Financial Corp. (the "Registrant") (File No. 000-29343)
are incorporated by reference in this registration statement and the
prospectuses to which this registration statement relates:
(1) the description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 8-A dated
February 4, 2000 (Registration No. 000-29343); and
(2) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended ("Exchange Act");
and
(3) the Registrant's Quarterly Report on Form 10-Q for the period
ended March 31, 2000 filed under the Exchange Act; and
(4) the Registrant's Quarterly Report on Form 10-Q for the period
ended June 30, 2000 filed under the Exchange Act; and
(5) Definitive Proxy Statement on Schedule 14A dated September 11,
2000 filed pursuant to Section 14 of the Exchange Act; and
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filings specifically
set forth above and prior to the date of the termination of the offering of
the common stock offered hereby shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any document
which 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
registration statement.
Port Financial Corp. will provide without charge to each person to
whom the prospectuses are 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 Robert Montgomery-Rice, Port Financial Corp., 1380 Soldiers
Field Road, Brighton, MA 02135. Telephone requests may be directed to (800)
835-9094.
All information appearing in this registration statement and the
prospectuses is qualified in its entirety by the detailed information
appearing in the documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 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."
The Registrant's Articles of Organization provide for the
indemnification of directors, officers, employees and other agents of the
Registrant. Under Article VI "Other Lawful Provisions," Section 6.7
entitled "Indemnification" states the following policies and procedures of
the Registrant on indemnification:
The Registrant will indemnify and hold harmless, to the fullest extent
authorized by the Massachusetts Business Corporation Law, anyone
involved or threatened to be made a party in an action, suit or
proceeding by reason of his or her service for the Registrant or at
the request of the Registrant as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to an employee
benefit plan; against all expense, liability and loss, including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement, reasonably incurred or suffered by him or
her in connection with such action, suit or proceeding; provided,
however that such action, suit or proceeding was authorized by the
Board of Directors of the Registrant (except for proceedings to
enforce rights to indemnification).
The right to indemnification includes the advancement of expenses
incurred in defending any such action, suit or proceeding, for any
director or officer at the level of Vice President or above, and in
the discretion of the Board of Directors for any other officer or
employee.
The Registrant may, to the extent authorized by the Board of
Directors, grant rights to indemnification and the advancement of
expenses to any employee of agent of the Registrant; the Registrant
may also enter into specific agreements, commitments or arrangements
for indemnification on any terms not prohibited by law which it deems
to be appropriate.
The rights to indemnification and to the advancement of expenses shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Registrant's Articles of
Organization, Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.
The Registrant is party to an employment agreement with each of
Messrs. James B. Keegan and Charles Jeffrey and Ms. Jane L. Lundquist (the
"Senior Executives"). These employment agreements provide for the Registrant
to indemnify and insure the Senior Executives against personal liability for
acts or omissions in connection with service to the Registrant or the
Cambridgeport Bank (the "Bank"). The insurance coverage provided to the
Senior Executives is required to be of the same scope and on the same terms
and conditions as the coverage (if any) provided to other officers or
directors of the Registrant and the Bank. The Registrant must also indemnify
the Senior Executives to the fullest extent and on the most favorable terms
and conditions that similar indemnification is offered to any other director
or officer of the Registrant, the Bank, or any subsidiary or affiliate
thereof.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibits Index.
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:
a. To include any prospectus required by Section
10(a)(3) of the Securities Act;
b. 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
c. 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 reports 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 Exchange Act; 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 of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brighton, Commonwealth of
Massachusetts on October 24, 2000.
Port Financial Corp.
(Registrant)
By: /s/ James B. Keegan
--------------------------------
James B. Keegan
Chairman 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.
Name Title Date
/s/James B. Keegan Chairman of the Board and October 24, 2000
- --------------------------- Chief Executive Officer
James B. Keegan (Principal Executive Officer)
/s/Charles Jeffrey Senior Vice President and October 24, 2000
- --------------------------- Chief Financial Officer
Charles Jeffrey (Principal Financial Officer)
/s/Paul R. Corcoran, Jr. Director October 24, 2000
- ---------------------------
Paul R. Corcoran, Jr.
/s/Daniel C. Crane, Esq. Director October 24, 2000
- ---------------------------
Daniel C. Crane, Esq.
/s/Samuel C. Fleming Director October 24, 2000
- ---------------------------
Samuel C. Fleming
/s/William Goldberg, Esq. Director October 24, 2000
- ---------------------------
William Goldberg, Esq.
/s/ Director October 24, 2000
- ---------------------------
Robert D. Happ
/s/Jane L. Lundquist Director, President and Clerk October 24, 2000
- ---------------------------
Jane L. Lundquist
/s/ Director October 24, 2000
- ---------------------------
Joseph F. O'Connor
/s/Thomas H. Niles Director October 24, 2000
- ---------------------------
Thomas H. Niles
/s/Rudolph R. Russo Director October 24, 2000
- ---------------------------
Rudolph R. Russo
/s/Sandra J. Sucher Director October 24, 2000
- ---------------------------
Sandra J. Sucher
/s/ Director October 24, 2000
- ---------------------------
Laurence Weber
EXHIBITS INDEX
Exhibit
Number Description of Exhibits
- ------- -----------------------
4.1 Articles of Organization of Port Financial Corp., filed on
November 23, 1999 as Exhibit 3.1 to Registrant's Registration
Statement on Form S-1, as amended and any amendments thereto
(File No. 333-91549), is incorporated herein by reference.
4.2 Bylaws of Port Financial Corp., filed on November 23, 1999 as
Exhibit 3.2 to Registrant's Registration Statement on Form
S-1, as amended and any amendments thereto (File No.
333-91549), is incorporated herein by reference.
4.3 Form of Stock Certificate, filed on November 23, 1999 as
Exhibit 4.3 to Registrant's Registration Statement on Form
S-1, as amended and any amendments thereto (File No.
333-91549), is incorporated herein by reference.
5.1 Opinion of Thacher Proffitt & Wood as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).
99.1 Port Financial Corp. 2000 Stock Option Plan filed on September
11, 2000 as Appendix A to Registrant's Proxy Statement on
Schedule 14A, is incorporated herein by reference.
99.2 Port Financial Corp. 2000 Recognition and Retention Plan filed
on September 11, 2000 as Appendix B to Registrant's Proxy
Statement on Schedule 14A, is incorporated herein by reference.