Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ipswich Bancshares, Inc.
(Exact name of issuer as specified in its charter)
Massachusetts 04-3459169
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
23 Market Street, Ipswich, Massachusetts 01938
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(Address of principal executive offices) (Zip Code)
Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank
Savings Banks Employees Retirement Association 401(k) Plan as adopted by
Ipswich Savings Bank
Ipswich Savings Bank 1998 Stock Incentive Plan
Ipswich Savings Bank 1996 Stock Incentive Plan
Ipswich Savings Bank 1992 Incentive and Nonqualified Stock Incentive Plan
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(Full title of the plans)
David L. Grey
President and Chief Executive Officer
Ipswich Bancshares, Inc.
23 Market Street
Ipswich, Massachusetts 01938
(978) 356-7777
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Deborah Drosnin, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2) Price Fee
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Common Stock (par value $.10) 296,698 shares $9.9075 $2,939,535.44 $ 817.19
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(1) Maximum number of shares issuable under the Ipswich Savings Bank
1998 Stock Incentive Plan (100,000), the Ipswich Savings Bank 1996
Stock Incentive Plan (111,775), the Ipswich Savings Bank 1992
Incentive and Nonqualified Stock Option Plan (11,323), the
Deferred Stock Compensation Plan for Directors of Ipswich Savings
Bank (23,600) and the Savings Banks Employees Retirement
Association 401(k) Plan as adopted by Ipswich Savings Bank
(50,000), and such additional number of shares of the Company's
common stock as may be required in the event of a stock dividend,
stock split, split-up, recapitalization or other similar event. In
addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the 401(k)
Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h), upon the basis of the average
of the high and low prices of the common stock of the Registrant
on July __, 1999, as reported on the Nasdaq Stock Market.
PART I
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees and directors as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant has not previously filed any annual or quarterly reports
with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d)
of the Securities Act of 1934, as amended (the "Exchange Act"). The Registrant
hereby incorporates by reference (i) the Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 filed by its predecessor, Ipswich Savings
Bank, with the Federal Deposit Insurance Corporation and (ii) all other reports
filed by Ipswich Savings Bank with the Federal Deposit Insurance Corporation
since December 31, 1998 pursuant to Section 13(a) of the Exchange Act.
The Registrant hereby incorporates by reference the Company's
Current Report on Form 8-K (including the description of the Company's Common
Stock) filed with the Commission on July 9, 1999, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, 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 other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the By-Laws of the Company provides that directors and
officers of the Company shall be indemnified by the Company (and non-officer
employees of the Company may be so indemnified, at the discretion of the Board
of Directors) against all expenses incurred in connection with any proceedings
as a result of serving or having served as a director, officer or employee of
the Company or any of its wholly owned subsidiaries, or serving or having served
in any capacity with respect to any other corporation, organization,
partnership, joint venture, trust, employee benefit plan or other entity at the
request or direction of the Company. The By-laws of the Company provide that
such indemnification shall not be provided if it is determined that the action
giving rise to the liability was not taken in good faith in the reasonable
belief that the action was in the best interests of the Company. The Company
also has a policy of directors' and officers' liability insurance to indemnify
its directors and officers against certain liabilities incurred in their
capacities as such.
The Articles of Organization provide that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing such liability. However, in conformity with Section 13(b) (1
1/2) of Chapter 156B of the Massachusetts General Laws, a director shall be
liable (i) for any breach of the 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 Massachusetts General Laws or (iv) with respect to any
transaction from which the director derived an improper personal benefit.
The effect of these provisions would be to permit indemnification by
the Company for liabilities arising out of the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
being registered
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23.1 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)
23.2 Consent of Baker Newman & Noyes LLC
24 Power of Attorney (contained on the signature page)
99.1 Ipswich Savings Bank 1992 Incentive and Nonqualified Stock Incentive
Plan
99.2 Ipswich Savings Bank 1996 Stock Incentive Plan
99.3 Ipswich Savings Bank 1998 Stock Incentive Plan
99.4 Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
2. 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;
(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.
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 and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act
if, in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
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(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 2(a)(i) and 2(a)(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 Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, 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.
3. 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Registrant. 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 Ipswich, Massachusetts, on July 21, 1999.
IPSWICH BANCSHARES, INC.
By: /s/ Francis Kenney
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Francis Kenney
Senior Vice President, Treasurer
and Chief Financial Officer
LIB_18/S-8.WPD
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints David L. Grey and Francis Kenney and each
of them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, may lawfully do or cause to be done by
virtue hereof.
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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
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/s/ DAVID L. GREY President, Chief Executive Officer July 21, 1999
- -------------------------- and Director (Principal Executive
David Grey Officer)
/s/ FRANCIS KENNEY Senior Vice President, Treasurer July 21, 1999
- -------------------------- and Chief Financial Officer
Francis Kenney (Principal Financial and
Accounting Officer)
/s/ WILLIAM M. CRAFT Director July 21, 1999
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William M. Craft
/s/ THOMAS A. ELLSWORTH Director July 21, 1999
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Thomas A. Ellsworth
/s/ WILLIAM E. GEORGE Director July 21, 1999
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William E. George
/s/ MARK L. KLAMAN Director July 21, 1999
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Mark L. Klaman
/s/ JOHN H. MORROW Director July 21, 1999
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John H. Morrow
/s/ LAWRENCE J. PSZENNY Director July 21, 1999
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Lawrence J. Pszenny
/s/ WILLIAM J. TINTI Director July 21, 1999
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William J. Tinti
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The 401(k) Plan. Pursuant to the requirements of the Securities Act of
1933, the trustee of the Savings Banks Employees Retirement Association 401(k)
Plan as adopted by Ipswich Savings Bank has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Woburn, Massachusetts on July 21, 1999.
SAVINGS BANKS EMPLOYEES RETIREMENT
ASSOCIATION 401(k) PLAN AS ADOPTED BY
IPSWICH SAVINGS BANK
By: /s/ Thomas Forese, Jr.
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Plan Administrator
EXHIBIT INDEX
5 Opinion of Foley, Hoag & Eliot LLP as to the legality of the securities
being registered.
23.1 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5)
23.2 Consent of Baker Newman & Noyes LLC
24 Power of Attorney (contained on the signature page)
99.1 Ipswich Savings Bank 1992 Incentive and Nonqualified Stock Incentive
Plan
99.2 Ipswich Savings Bank 1996 Stock Incentive Plan
99.3 Ipswich Savings Bank 1998 Stock Incentive Plan
99.4 Deferred Stock Compensation Plan for Directors of Ipswich Savings Bank