As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Emerald Isle Bancorp, Inc.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3300934
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
730 HANCOCK STREET
QUINCY, MASSACHUSETTS 02170
(617) 479-5001
(Address of Principal Executive Offices)
THE HIBERNIA SAVINGS BANK 1986 STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1989 STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1995 PREMIUM INCENTIVE STOCK OPTION PLAN*
THE HIBERNIA SAVINGS BANK 1989 STOCK PURCHASE PLAN FOR DIRECTORS,
OFFICERS, EMPLOYEES, AND CERTAIN PLANS*
*In accordance with the reorganization of The Hibernia Savings Bank as a
subsidiary of the Registrant, these plans constitute the benefit plans of the
Registrant and the shares to be issued pursuant to these plans shall be
shares of the Registrant.
(Full title of the plan)
ANNE H. STOSSEL, ESQUIRE
MICHAEL PASSANISI, ESQUIRE
ROCHE, CARENS & DEGIACOMO, P.C.
99 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(Name and address of agent for service)
(617) 451-9300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price registration fee
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Common Stock,
par value $1.00
per share 154,387 $16.125 $2,489,490.40 $858.47
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(1) Estimated solely for the purpose of calculating the registration fee
and based, in accordance with Rule 457 under the Securities Act of 1933,
upon the high and low prices reported in the NASDAQ National Market
System for shares of Emerald Isle Bancorp, Inc. common stock as of
October 31, 1996.
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Page 1 of 60 Pages Exhibit Index at Sequential Page 6
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL INFORMATION *
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in The Hibernia
Savings Bank Employee Stock Option Plan, The Hibernia Savings Bank 1986 Stock
Option Plan, The Hibernia Savings Bank 1989 Stock Option Plan, The Hibernia
Savings Bank 1995 Premium Incentive Stock Option Plan, The Hibernia Savings
Bank 1989 Stock Purchase Plan for Directors, Officers, Employees, and Certain
Plans in accordance with Rule 428(b)(1). In accordance with Rule 424 and in
reliance on Rule 428, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Emerald Isle Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Registration Statement on Form 8-A, as filed with the
Commission on August 9, 1996.
(b) The Company's Current Report on Form 8-K dated October 7, 1996 and
filed with the Commission on October 11, 1996, containing quarterly
financial statements and other information with respect to the
Company at dates and for periods through September 30, 1996.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(a), 13(c), 14,
AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 AFTER THE DATE HEREOF AND
PRIOR TO THE TERMINATION OF THE OFFERING OF THE SHARES OF COMMON STOCK, PAR
VALUE $1.00 PER SHARE ("COMMON STOCK") SHALL BE DEEMED TO BE INCORPORATED BY
REFERENCE IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Roche, Carens & DeGiacomo, P.C., has been retained as counsel to
The Hibernia Savings Bank (the "Bank") for the last nine fiscal years
and will serve as counsel to the Company. Michael T. Putziger, Esquire,
the Executive Director of Roche, Carens & DeGiacomo, is a Director
of the Bank.
Mr. Putziger is also a Director and stockholder of the Company. As of
October 31, 1996, Mr. Putziger beneficially owned 193,950 shares of the
Company common stock, which represents 10.97% of the common stock of the
Company issued and outstanding. Mr. Putziger is not an employee of the Bank
or the Company and will not receive, in connection with this offering, any
substantial interest in the registrant or any of its subsidiaries.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 67 of Chapter 156B of the General Laws of Massachusetts sets forth
the circumstances under which directors, officers, employees and other agents
of a corporation may be indemnified against liability which they may incur in
their capacities.
SECTION 67 INDEMNIFICATION OF OFFICERS AND DIRECTORS
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
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(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;
(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)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, 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 Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(b) That, for the purpose of determining any 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.
(c) 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.
(d) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Quincy, State of Massachusetts, on
November 1, 1996
EMERALD ISLE BANCORP, INC.
By: /s/ Mark A. Osborne
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Mark A. Osborne, President
duly authorized
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.
Signatures Title Date
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/s/ Mark A. Osborne
Mark A. Osborne President and Director November 1, 1996
/s/ Richard S. Straczynski
Richard S. Straczynski Executive Vice President November 1, 1996
/s/ Gerard F. Linskey
Gerard F. Linskey Treasurer November 1, 1996
/s/ Douglas C. Purdy
Douglas C. Purdy Clerk and Director November 1, 1996
/s/ Richard P. Quincy
Richard P. Quincy Director November 1, 1996
/s/ Peter L. Maguire
Peter L. Maguire Director November 1, 1996
/s/ John V. Murphy
John V. Murphy Director November 1, 1996
/s/ Thomas P. Moore, Jr.
Thomas P. Moore, Jr. Director November 1, 1996
/s/ Michael T. Putziger
Michael T. Putziger Director November 1, 1996
INDEX TO EXHIBITS
Exhibit Description Sequential
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4.1 Common Stock Certificate of the Company 8
4.2 Form of Incentive Stock Option Agreement (1986 Plan) 11
4.3 Form of Incentive Stock Option Agreement (1989 Plan) 18
4.4 Form of Incentive Stock Option Agreement (1995 Plan) 24
5 Opinion of Roche, Carens & DeGiacomo, P.C. regarding the 30
legality of the securities being registered hereby
(with consent)
23.1 Consent of Arthur Andersen LLP 33
99.1 The Hibernia Savings Bank 1986 Stock Option Plan 35
99.2 The Hibernia Savings Bank 1989 Stock Option Plan 44
99.3 The Hibernia Savings Bank 1995 Premium Incentive Stock 49
Option Plan
99.4 The Hibernia Savings Bank 1989 Stock Purchase Plan for 57
Directors, Officers, Employees, and Certain Plans