As filed with the Securities and
Exchange Commission on August 17, 2001 Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
Westborough Financial Services, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3504121
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 E. Main Street
Westborough, MA 01581
(508) 366-4111
(Address, including Zip Code, of principal executive offices)
_______________
Westborough Financial Services, Inc. 2001 Stock Option Plan
and
Westborough Financial Services, Inc. 2001 Recognition and Retention Plan
(Full title of the Plans)
_______________
Mr. Joseph F. MacDonough
President and Chief Executive Officer
Westborough Bank
100 E. Main Street
Westborough, MA 01581
(508) 366-4111
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
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered(1) Per Share Offering Price (2) Fee
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<s> <c> <c> <c> <c>
Common Stock, $0.01 par value 77,487 (2) $980,419.20 $245.11
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<FN>
<F1> Based on the total number of shares of common stock of Westborough
Financial Services, Inc. (the "Company") reserved for issuance upon
the exercise of options granted pursuant to the Westborough Financial
Services, Inc. 2001 Stock Option Plan ("Option Plan") and the total
number of shares of common stock authorized for awards under the
Westborough Financial Services, Inc. 2001 Recognition and Retention
Plan (the "RRP"). There are 55,348 shares of common stock reserved for
awards under the Option Plan and 22,139 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 45,600 shares subject to outstanding options are
deemed to be offered at $10.312 per share and a total of 31,887
restricted shares and shares that may be acquired upon exercise of
options granted in the future are deemed to be offered at $16.00 per
share, the average of the daily high and low sales prices of common
stock of the Company on the Over the Counter Bulletin Board at the
close of trading on August 13, 2001.
</FN>
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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 Westborough Financial Services, Inc. (the "Registrant") (File
No. 000-27997) are incorporated by reference in this registration statement
and the prospectuses to which this registration statement relates:
(1) the description of Westborough Financial's common stock
contained in Westborough Financial's Registration Statement on
Form SB-2 dated June 4, 1999, Registration No. 333-80075, as
amended by Amendment No. 1 to Form SB-2 dated October 1, 1999,
and any amendments thereto;
(2) Westborough Financial's Annual Report on Form 10-KSB for the
year ended September 30, 2000; and
(3) Westborough Financial's Quarterly Reports on Form 10-QSB for the
periods ending December 31, 2000, March 31, 2001, and June 30,
2001.
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.
Westborough Financial Services, Inc. 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 Joseph F. MacDonough, Westborough Financial Services,
Inc., 100 East Main Street, Westborough, Massachusetts 01581, telephone
number (508) 366-4111.
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.
Article VI, Section 6.7 of the Articles of Organization of Westborough
Financial Services, Inc. (the "Company") provides that any person involved
in a proceeding by reason of his or her position as a director, officer,
employee or agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise, will be indemnified and held harmless to
the fullest extent allowed by the Massachusetts Business Corporation Law.
Such persons are indemnified against all expense, liability and loss caused
by acts in good faith and reasonably believed to be in the best interests of
the Company. Proceedings initiated by the indemnitee himself must be
authorized by the Board of Directors of the Company, except for suits
brought to enforce a right to indemnification. Section 6.7 further provides
that the Company may maintain insurance to protect itself and any director,
officer, employee or agent against any expense, whether or not the Company
would have the power under the Massachusetts Business Corporation Law to
indemnify such person for the expense. Section 6.7 additionally grants the
Company the right to execute independent indemnification contracts on any
terms not prohibited by law.
Article VI, Section 6.8 of the Company's Articles of Organization
relieves directors from personal liability for breaches of their fiduciary
duties. However, Section 6.8 does not eliminate or limit such liability (i)
for any breach of a director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Sections
61 or 62 of Chapter 156B of the General Laws of the Commonwealth of
Massachusetts, or (iv) with respect to any transaction from which the
director derived an improper personal benefit.
Article XI of The Westborough Bank's (the "Bank") Bylaws provide that
it shall indemnify any person against whom an action is brought or
threatened because that person is or was a legal representative, director,
officer, employee or agent of the Bank, provided that such person acted in
good faith in the reasonable belief that such action was in, or not opposed
to, the best interest of the Bank.
Article VI of the Bylaws of Westborough, MHC (the "Mutual Company")
provides for indemnification of officers, corporators, trustees and
employees for actions taken in good faith and reasonably believed to be in
the best interests of the Mutual Company. Article VI also contains
-2-
provisions on insurance and independent indemnification contracts that are
similar to the provisions of Section 6.7 of the Company's Articles of
Organization.
The Company is party to an Employment Agreement with each of Messrs.
Joseph F. MacDonough and John L. Casagrande (the "Senior Executives"). These
Employment Agreements provide for the Company to indemnify and insure the
Senior Executives against personal liability for acts or omissions in
connection with service to the Company or 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
current or former officers or directors of the Company and the Bank. The
Company 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 current or former director or officer of the Company, 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:
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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;
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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
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reference. The undersigned Registrant hereby undertakes that,
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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
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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
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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.
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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 City of Westborough, Commonwealth of Massachusetts on the
31 day of July, 2001.
Westborough Financial Services, Inc.
(Registrant)
By: /s/ Joseph F. MacDonough
--------------------------------
Joseph F. MacDonough
President, Chief Executive
Officer and Director
-5-
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/ Joseph F. MacDonough President, Chief Executive July 30, 2001
- --------------------------- Officer (Principal Executive
Joseph F. MacDonough Officer) and Director
/s/ John L. Casagrande Vice President and Treasurer July 30, 2001
- --------------------------- (Principal Financial and
John L. Casagrande Accounting Officer)
Director July 30, 2001
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Nelson P. Ball
/s/ Edward S. Bilzerian Director July 30, 2001
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Edward S. Bilzerian
/s/ David E. Carlstrom Director July 30, 2001
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David E. Carlstrom
/s/ William W. Cotting, Jr. Director July 30, 2001
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William W. Cotting, Jr.
/s/ Robert G. Daniel Director July 30, 2001
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Robert G. Daniel
/s/ Earl H. Hutt Director July 30, 2001
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Earl H. Hutt
/s/ Walter A. Kinell, Jr Director July 30, 2001
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Walter A. Kinell, Jr.
/s/ Robert A. Klugman Director July 30, 2001
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Robert A. Klugman
/s/ Roger B. Leland Director July 30, 2001
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Roger B. Leland
Director July 30, 2001
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Paul F. McGrath
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/s/ Charlotte C. Spinney Director July 30, 2001
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Charlotte C. Spinney
/s/ Phyllis A. Stone Director July 30, 2001
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Phyllis A. Stone
/s/ James E. Tashjian Director July 30, 2001
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James E. Tashjian
/s/ Daniel G. Tear Director July 30, 2001
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Daniel G. Tear
-7-
Pursuant to the requirements of the Securities Exchange Act of 1933,
the directors (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Westborough,
Commonwealth of Massachusetts, on July 30, 2001.
Westborough Financial Services, Inc. 2001 Recognition and Retention Plan
Westborough Financial Services, Inc. 2001 Stock Option Plan
/s/ Joseph F. MacDonough
-----------------------------------
By: Joseph F. MacDonough
President, Chief Executive
Officer and Director
-8-
EXHIBITS INDEX
Exhibit
Number Description of Exhibits
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4.1 Articles of Organization of Westborough Financial Services, Inc.,
incorporated by reference to the Registrant's Registration Statement
on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
any amendments thereto.
4.2 Bylaws of Westborough Financial Services, Inc., incorporated by
reference to the Registrant's Registration Statement on Form SB-2,
dated October 1, 1999, Registration No. 333-80075, and any
amendments thereto.
4.3 Form of Stock Certificate of Westborough Financial Services, Inc.,
incorporated by reference to the Registrant's Registration Statement
on Form SB-2, dated October 1, 1999, Registration No. 333-80075, and
any amendments thereto.
5.1 Opinion of Thacher Proffitt & Wood as to the legality of the
securities being registered.
23.1 Consent of Wolf & Company, P.C.
23.2 Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).
99.1 Westborough Financial Services, Inc. 2001 Stock Option Plan filed on
December 26, 2000 as Appendix A to Registrant's Proxy Statement on
Schedule 14A, is incorporated herein by reference.
99.2 Westborough Financial Services, Inc. 2001 Recognition and Retention
Plan filed on December 26, 2000 as Appendix B to Registrant's Proxy
Statement on Schedule 14A, is incorporated herein by reference.