SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTBANK CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-2830731
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
No.)
225 Park Avenue
West Springfield, Massachusetts 01090-0149
(Address of principal executive offices and zip code)
WESTBANK CORPORATION
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
John M. Lilly, Treasurer
Westbank Corporation
225 Park Avenue
West Springfield, Massachusetts 01090-0149
Telephone: (413) 747-1400
(Name and address of Agent for Service)
Copy to:
W. Garth Janes, Esquire
Doherty, Wallace, Pillsbury and Murphy, P.C.
One Monarch Place, 19th Floor
Main Street, Springfield, MA 01144-1002
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Per Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee(2)
Common Stock 400,000 $13.64 $5,456,000 $501.95
PART II
(1) Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities
Act of 1993, as amended (the "Securities Act"), based on the average of
the bid and asked prices for Westbank Corporation Common Stock on
July 22, 2002.
(2) The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457 (h) under the Securities Act and
pursuant to Section 6(b) of the Securities Act.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof:
1. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002.
2. The Company's Annual Report on Form 10-K for the year ended
December 31, 2001.
3. The Company's Proxy Statement dated March 15, 2002 for the
Annual Meeting of Shareholders held on April 17, 2002.
Documents filed by the Company with the Commission pursuant to Section 13(a),
13(c), 14, and 15(d) of the 1934 Act subsequent to the date of this Prospectus
and prior to the filing of a post-effective amendment which indicates that all
the securities offered by this Prospectus have been sold or which deregisters
all of the securities remaining unsold shall be deemed to be incorporated by
reference into this Prospectus and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other document
which also is incorporated herein by reference modifies or replaces such
statement. Any such statement as modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In general, Article V, Section 9 of the Company's By-Laws provides for
indemnification of each director, officer, employee or agent of the Company, any
former director, officer, employee or agent of the Company, and any person who
is or shall be a director, officer, employee or agent of another organization in
which the Company owns shares or of which it is a creditor, against all
liabilities and expenses reasonably incurred by such person in connection with,
or arising out of, any action, suit or proceeding in which such person may be a
party defendant or with which he may be threatened or otherwise involved,
directly or indirectly, by reason of his being or having been a director or
officer of the Company or such other organization, except in relation to matters
as to which such person shall be finally adjudged (other than by consent) in
such action, suit or proceeding not to have acted in good faith and in a manner
he reasonably believed to be in
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or not opposed to the best interests of the Company or such other organization,
and, with respect to any criminal action or proceeding, only to the extent that
he had no reasonable cause to believe his conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any fact or events
arising after the effective date of the Registration
Statement (or 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; and
(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 undertakings (a)(1)(i) and
(a)(1)(ii) do not apply if 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.
(2) That, for purposes 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 the time shall be deemed to be the initial
bonafide 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 consummation of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 bonafide offering thereof.
(c) Insofar as indemnification for liabilities arising out of the Security Act
of 1933 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 Securities and Exchange Commission, such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the registrant of 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 1933 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 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 Town of West Springfield, Commonwealth of Massachusetts, July
17, 2002.
WESTBANK CORPORATION
By: /s/
-----------------------------------
Donald R. Chase, President
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POWER OF ATTORNEY
We, the undersigned Directors and Officers of Westbank Corporation, do hereby
severally constitute and appoint Donald R. Chase and John M. Lilly, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as Directors and Officers and
execute any and all instruments for us in our name in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said Corporation to comply with the Securities Act of 1933,
as amended and adjusted, and any rules, regulations, and requirements of the
Securities and Exchange Commission, in connection with this Registration
Statement on Form S-8 including specifically but without limitation, power and
authority to sign for us or any of us, in our names in the capacities listed
below, any and all amendments (including post-effective amendments) hereto; and
we do each hereby ratify and confirm all that said attorneys and agents, or
either one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended and
adjusted, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ President, Chief July 17, 2002
- ------------------------------------ Executive Officer
Donald R. Chase and Director
(Principal Executive
Officer)
/s/ Treasurer and Chief July 17, 2002
- ------------------------------------ Financial Officer
John M. Lilly (Principal Financial
and Accounting Officer)
/s/ Director July 17, 2002
- ------------------------------------
Roland O. Archambault
/s/ Director July 17, 2002
- ------------------------------------
Mark A. Beauregard
/s/ Director July 17, 2002
- ------------------------------------
David R. Chamberland
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/s/ Director and July 17, 2002
- ------------------------------------ Chairman of the Board
Ernest N. Laflamme, Jr.
/s/ Director July 17, 2002
- ------------------------------------
G. Wayne McCary
/s/ Director and July 17, 2002
- ------------------------------------ Clerk
Robert J. Perlak
- ------------------------------------ Director July 17, 2002
George R. Sullivan
/s/ Director July 17, 2002
- ------------------------------------
James E. Tremble
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EXHIBIT INDEX
Number Exhibit Page
------ ------- ----
5 Opinion of Doherty, Wallace, Pillsbury
and Murphy, P.C.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Doherty, Wallace, Pillsbury
and Murphy, P.C. (included in Exhibit 5)
24 Power of Attorney (included on signature
page hereof)
99 Westbank Corporation 1996 Stock Incentive
Plan*
* Incorporated by reference to Exhibit A to the Proxy Statement for the
Annual Meeting of the Shareholders of the Corporation held on April 17, 1996.
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