AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1998
REGISTRATION NO. 333-64817
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BANKVEST CAPITAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 7394 043124117
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
----------------
200 NICKERSON ROAD
MARLBORO, MA 01752
508-485-8080
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPALEXECUTIVE OFFICES)
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PAUL S. GASS
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
BANKVEST CAPITAL CORP.
200 NICKERSON ROAD
MARLBORO, MA 01752
508-485-8080
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
RICHARD J. SNYDER, ESQ. STANLEY KELLER, ESQ.
GOLDSTEIN & MANELLO, P.C. PALMER & DODGE LLP
265 FRANKLIN STREET ONE BEACON STREET
BOSTON, MA 02110 BOSTON, MA 02108-3109
PHONE: (617) 946-8000 PHONE: (617) 573-0100
FAX: (617) 439-8988 FAX: (617) 227-4420
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, list the Securities Act registration statement number
of the earlier effective registration statement for the same offering and check
the following box. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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BankVest Capital Corp. incorporates by reference herein Part I of the
Registration Statement (File No. 333-64817) as filed with the Securities and
Exchange Commission on September 30, 1998.
This Pre-Effective Amendment No. 1 is being filed solely to amend the exhibit
list and to file additional exhibits not included in the Registration Statement
filed on September 30, 1998.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale of
the Common Stock being registered hereby. All amounts are estimates except the
SEC registration fee and the NASD filing fee:
AMOUNT TO BE
PAID BY
COMPANY
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SEC Registration Fee......................................... $12,552
NASD Filing Fee.............................................. 4,755
Nasdaq Listing Fee...........................................
Printing, Postage and Mailing................................
Legal Fees and Expenses......................................
Accounting Fees and Expenses.................................
Blue Sky Fees and Expenses...................................
Custodial Fees...............................................
Transfer Agent and Registrar Fees............................
Miscellaneous................................................
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Total.................................................... $
=======
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Articles of Organization of the Company, as amended (Exhibit
3.1 hereto) and the Restated Bylaws (Exhibit 3.2 hereto) provide for
indemnification of the Company's directors and officers unless such
indemnification is prohibited by the Massachusetts Business Corporation Law.
The Massachusetts Business Corporation Law generally permits indemnification
of the Company's directors and officers for liabilities and expenses that they
may incur in such capacities, except with respect to any matter that the
indemnified person shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his or her action was in the
best interest of the Company.
The Underwriting Agreement (Exhibit 1.1 hereto) provides for cross-
indemnification between the Company and the Selling Stockholders and the
Underwriters with respect to certain matters and liabilities, including
matters and liabilities under the Securities Act of 1933, as amended.
The Company also maintains directors and officers liability insurance for
the benefit of its directors and officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since September, 1995, the Company has issued and sold the unregistered
securities set forth below. The following information reflects: (i) a two for
one Common Stock split effective on November 14, 1995; (ii) a two for one
Common Stock split effective on June 17, 1998; (iii) a three for two Common
Stock split to be effected prior to or simultaneously with the completion of
this Offering; (iv) the reclassification of Class A Common Stock as Common
Stock; and (v) the reclassification of Class B Common Stock as Non-Voting
Common Stock.
1. From December 1995 through June 1996, the Company issued and sold to
certain investors and employees an aggregate of 486,000 shares of Common Stock
for a purchase price of $4.17 per share, together with warrants, exercisable
for an aggregate of 48,600 shares of Common Stock at an exercise price of
$4.58 per share.
II-1
Consideration for such shares of Common Stock was paid in cash, except for
120,000 shares of Common Stock sold to certain employees of the Company, which
shares were paid for by way of a 10% cash down payment and the balance by
delivery to the Company of non-recourse promissory notes and stock pledge
agreements. Each promissory note originally bore interest at 8.0% per annum
which was subsequently reduced to 6.0% per annum on April 10, 1998. Interest
is payable on the first anniversary date of the promissory note and on each
anniversary thereafter until the fifth anniversary when principal and all
accrued and unpaid interest becomes payable in full.
2. In May 1996, the Company issued and sold to Primus 30,000 shares of Class
A Preferred Stock and a warrant to purchase 72,000 shares of Common Stock at
an exercise price of $4.58 per share, for the aggregate price of $3,000,000
which was paid in cash. The Class A Preferred Stock is convertible into
720,000 shares of Common Stock.
3. In May 1996, the Company issued and sold to PNC 30,000 shares of Class B
Preferred Stock and warrants to purchase 72,000 shares of Non-Voting Common
Stock at an exercise price of $4.58 per share, for the aggregate price of
$3,000,000 which was paid in cash. The Class B Preferred Stock is convertible
into 720,000 shares of Non-Voting Common Stock.
4. In February 1997, the Company issued to Whitney the Subordinated Note in
the principal amount of $15.0 million which bears interest at 10.101% per
annum and warrants to purchase an aggregate of 515,076 shares of Common Stock
at an exercise price of $5.00 per share.
5. In November 1997, the Company issued and sold an aggregate of 131,250
shares of Common Stock for a purchase price of $6.67 per share to certain
employees. Consideration for such shares of Common Stock was paid by way of a
10% cash down payment and the balance by delivery to the Company of non-
recourse promissory notes and stock pledge agreements. The promissory notes
originally bore interest at 8.0% per annum, which was subsequently reduced to
6.0% per annum on April 10, 1998. Interest is payable on the first anniversary
date of the promissory note and thereafter on each anniversary until the fifth
anniversary when principal and all accrued and unpaid interest becomes payable
in full.
6. In December 1997, the Company issued and sold 32,010 and 20,817 shares of
Common Stock to Primus and Whitney, respectively, at a purchase price of $6.67
per share and 32,010 shares of Non-Voting Common Stock to PNC at a purchase
price of $6.67 per share.
7. On May 28, 1998, the Company issued and sold to Primus 37,500 shares of
Class C Preferred Stock for the price of $3,750,000 which was paid in cash.
The Class C Preferred Stock is convertible into 523,500 shares of Common
Stock.
8. On May 28, 1998, the Company issued and sold to PNC 37,500 shares of
Class D Preferred Stock for the price of $3,750,000 which was paid in cash.
The Class D Preferred Stock is convertible into 523,500 shares of Non-Voting
Common Stock.
9. Effective as of July 3, 1998, the Company issued and sold to a former
employee 18,000 shares of Common Stock upon exercise of such former employee's
options under the 1995 Plan for an aggregate price of $32,070.
There was no underwriter involved in connection with any transaction set
forth above. The foregoing issuances of securities were made in each case in
reliance on an exemption from registration under the Securities Act, under
Section 4(2) thereof or on Regulation D promulgated thereunder. In all of such
transactions, the recipients of securities represented their intention to
acquire the securities for investment only and not with a view to or for sale
in connection with any distribution thereof, and appropriate legends were
affixed to the securities issued. All of the foregoing securities are deemed
restricted securities for the purposes of the Securities Act. The proceeds
from such sales were used for working capital and general corporate purposes.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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*1.1 --Form of Underwriting Agreement
+3.1 --Restated Articles of Organization of the Company, as amended
+3.2 --Amended and Restated Bylaws of the Company
*4.1 --Specimen Common Stock certificates
+4.2 --Agreement of Recapitalization dated , 1998 by and among the
Company, Primus, PNC Whitney and certain other stockholders of the
Company
++4.3 --Amended and Restated Stockholders Agreement dated as of May 28, 1998
by and among the Company, Primus, PNC Whitney and certain other
stockholders of the Company
++4.4 --Amended and Restated Registration Rights Agreement dated February
28, 1997 by and among the Company, Primus, PNC and Whitney, as
amended by that certain First Amendment to Amended and Restated
Registration Rights Agreement dated May 28, 1998
++4.5 --Purchase Agreement dated as of May 30, 1996, by and among the
Company, Primus and PNC as amended by Amendment No. 1 dated as of
February 28, 1997
++4.6 --Purchase Agreement dated as of May 28, 1998 by and among the
Company, Primus and PNC
*4.7 --Common Stock Purchase Warrants dated as of May 30, 1996 between the
Company and Primus, as amended and restated by that certain Amended
and Restated Common Stock Purchase Warrants dated as of , 1997.
++4.8 --Securities Purchase Agreement dated as of February 28, 1998 by and
between the Company and Whitney
++4.9 --10.101% Subordinated Promissory Note of the Company dated February
28, 1997 held by Whitney
++4.10 --Vested Warrant dated February 28, 1997 held by Whitney
++4.11 --Vesting Warrant dated February 28, 1997 held by Whitney
++4.12 --Put and Call Agreement dated as of February 28, 1997 by and between
the Company and Whitney
*5.1 --Opinion of Goldstein & Manello, P.C.
*10.1 --BankVest Capital Corp. 1995 Stock Option Plan
*10.2 --BankVest Capital Corp. 1998 Employee Stock Ownership Plan
*10.3 --Employment Agreement between Paul S. Gass and the Company
*10.4 --Employment Agreement between Joseph Bannick and the Company
*10.5 --Employment Agreement between Lewis Caliento and the Company
*10.6 --Employment Agreement between John P. Colton and the Company
*10.7 --Employment Agreement between Charles Cross and the Company
*10.8 --Employment Agreement between Kellie D. Jacques and the Company
*10.9 --Employment Agreement between Michael Karman and the Company
*10.10 --Employment Agreement between Sandra T. King and the Company
*10.11 --Severance Agreement between Cathy F. Sutton and the Company
*10.12 --Form of Stock Option Agreement in connection with 1995 Plans
*10.13 --Real Estate Lease between Glenborough Corp. and the Company
(Marlboro, MA)
++10.14 --Receivables Purchase Agreement dated as of August 15, 1997 among
BVFU Funding Corp., the Company, Variable Funding Capital
Corporation, First Union Capital Markets Corp., First Union National
Bank of North Carolina and Northwest Bank Minnesota, N.A
II-3
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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*10.15 --Purchase Agreement dated August 15, 1997 between BVFU and BV
++10.16 --Lease Receivables Sale and Contribution Agreement dated September
30, 1996 by and among BV Funding Corp., BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.17 --Lease Receivables Purchase Agreement dated as of September 30, 1996
among BV Funding Corp. BankVest Capital Corp., EagleFunding Capital
Corporation and BankBoston (f/k/a The First National Bank of Boston),
as amended by Amendment No. 1 dated February 28, 1997, as amended by
Amendment No. 2 dated June 30, 1997, as amended by Amendment No. 3
dated December 7, 1997, as amended by Amendment No. 4 dated January
7, 1998, and as amended by Amendment No. 5 dated by May 1, 1998
*10.18 --Revolving Credit Agreement dated as of June 18, 1998 by and between
BankVest Capital Corp. and Middlesex Savings Bank
*10.19 --$1,000,000 Revolving Credit Note to Middlesex Savings Bank dated as
of June 18, 1998
*10.20 --Line of Credit Agreement dated as of October 31, 1995 by and between
Framingham Savings Bank and BankVest Capital Corp.
*10.21 --$2,000,000 Promissory Note--Demand (Variable Rate) to Framingham
Savings Bank dated October 31, 1995
*10.22 --Loan and Security Agreement dated as of December 9, 1996 by and
between MetroWest Bank and BankVest Capital Corp.
*10.23 --$2,000,000 Promissory Note--Monthly Installment to MetroWest Bank
dated December 9, 1996
*10.24 --Loan Agreement dated as of December 9, 1996 by and between MetroWest
Bank and BankVest Capital Corp.
*10.25 --$3,000,000 Promissory Note--Demand to MetroWest Bank dated December
9, 1996
*10.26 --Security Agreement dated as of December 9, 1996 by and between
MetroWest Bank and BankVest Capital Corp.
*10.27 --$500,000 Promissory Note--Monthly Installment to MetroWest Bank
dated December 9, 1996
*10.28 --Line of Credit Agreement dated as of February 5, 1998 by and between
MetroWest Bank and BankVest Capital Corp.
*10.29 --$5,000,000 Promissory Note--Demand to MetroWest Bank dated February
5, 1998
*10.30 --$2,500,000 Promissory Note to MetroWest Bank dated September 2, 1998
*10.31 --Loan and Security Agreement dated as of December 27, 1996 by and
between Century Bank and Trust Company and BankVest Capital Corp.
++10.32 --Loan and Security Agreement dated as of May 9, 1997 by and among
BankVest Capital Corp., LeaseVest Capital Corp., and PNC Bank, N.A.
++10.33 --Revolving Credit Agreement dated as of September 12, 1996, by and
between BankVest Capital Corp., LeaseVest Capital Corp. and
BankBoston, N.A. (f/k/a The First National Bank of Boston)
++10.34 --Amendment to Revolving Credit Agreement dated January 1, 1997 by and
between BankVest Capital Corp., LeaseVest Capital Corp. and
BankBoston, N.A. (f/k/a The First National Bank of Boston)
++10.35 --Amendment No. 2 to Revolving Credit Agreement and Security Agreement
dated December 5, 1997 by and between BankVest Capital Corp.,
LeaseVest Capital Corp. and BankBoston, N.A. (f/k/a The First
National Bank of Boston)
II-4
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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++10.36 --Amendment No. 3 to Revolving Credit Agreement and Security Agreement
dated December 24, 1997 by and between BankVest Capital Corp.,
LeaseVest Capital Corp. and BankBoston, N.A. (f/k/a The First
National Bank of Boston)
++10.37 --$20,000,000 Amended and Restated Revolving Credit Note to BankBoston
(f/k/a The First National Bank of Boston) dated December 5, 1997 of
BankVest Capital Corp.
*10.38 --MetroWest Bank Line of Credit Agreement dated February 5, 1998 by
and between MetroWest Bank and BankVest Capital Corp.
*10.39 --$5,000,000 Promissory Note--Demand to MetroWest Bank dated as of
February 5, 1998 of BankVest Capital Corp.
++10.40 --Revolving Credit Facility, dated as of August 21, 1998, by and
between BankVest Capital Corp. and Fleet Bank, N.A.
++10.41 --$15,000,000 Revolving Credit Note to Fleet Bank, N.A. dated as of
August 21, 1998
++10.42 --Amended and Restated Master Sale of Chattel Paper And Security
Agreement dated as of March 19, 1996, among European American Bank,
BankVest Capital Corp. and LeaseVest Capital Corp.
*10.43 --Amendment dated as of January 14, 1997 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.44 --Second Amendment dated as of June 30, 1997 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.45 --Third Amendment dated as of January , 1998 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
*10.46 --Master Agreement dated November 27, 1995 between First Sierra
Financial, Inc. and BankVest Capital Corp.
*10.47 --First Amendment dated April 10, 1997 to Master Agreement dated
November 27, 1995 between First Sierra Financial, Inc. and BankVest
Capital Corp.
++10.48 --Loan and Security Agreement dated as of August 7, 1995 between
BankVest Capital Corp. and Heller Financial, Inc.
++10.49 --First Amendment dated as of February 12, 1996 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
++10.50 --Second Amendment dated as of June 24, 1996 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
++10.51 --Third Amendment dated as of July 11, 1997 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
*10.52 --Purchase and Sale Agreement, dated as of August 7, 1995 by and
between Heller Financial Leasing, Inc. and BankVest Capital Corp.
++10.53 --First Amendment dated as of February 12, 1996 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
++10.54 --Second Amendment dated as of June 24, 1996 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
II-5
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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++10.55 --Third Amendment dated as of July 11, 1997 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
++10.56 --Sale of Chattel Paper and Security Agreement dated as of March 28,
1996 by and between UJB Leasing Corporation and BankVest Capital
Corp.
++10.57 --First Amendment dated as of June 1, 1997 to Sale of Chattel Paper
and Security Agreement by and between Summit Leasing Corporation
(f/k/a UJB Leasing Corporation) and BankVest Capital Corp.
++10.58 --Second Amendment to Sale of Chattel Paper and Security Agreement by
and between Summit Leasing Corporation (f/k/a UJB Leasing
Corporation) and BankVest Capital Corp.
*10.59 --Master Sale and Assignment Agreement dated as of November 21, 1997
by and between BankVest Capital Corp., LeaseVest Capital Corp., and
Marquette National Bank
*10.60 --Receivables Purchase Agreement dated as of September , 1998 among
BVFU Funding LLC, BankVest Capital Corp., the Investors, Variable
Funding Capital Corporation, First Union Capital Markets, First Union
National Bank of North Carolina and Norwest Bank Minnesota, N.A.
*10.61 --Purchase Agreement, dated as of September , 1998 between BVFU and
BankVest Capital Corp.
*10.62 --Purchase and Assignment Agreement, dated as of September , 1998
between BVFU Funding Corp. and BVFU Funding LLC
*10.63 --Lease Receivables Sale and Contribution Agreement dated as of
September , 1998 by and among BVC Funding LLC, LeaseVest Capital
Corp. and BankVest Capital Corp.
*10.64 --Lease Receivables Purchase Agreement dated as of September , 1998
by and among BVC Funding LLC, BankVest Capital Corp., Eagle Funding
Capital Corporation and BankBoston, N.A.
*10.65 --Transfer and Sale Agreement dated as of , 1998, by and among
BankVest Capital Corp., BVFU, BFC, VFCC, Eagle and the BV Equipment
Lease Company 1998-1, LLC
*10.66 --Indenture dated as of , 1998 by and between BV Equipment Lease
Company 1998-1, LLC and Norwest
+11.1 --Computation of earnings per share
++16.1 --Letter from PricewaterhouseCoopers LLP
*21.1 --Subsidiaries of the Company
+23.1 --Consent of Deloitte & Touche LLP
*23.2 --Consent of Goldstein & Manello, P.C. (contained in Exhibit 5.1
hereto)
+24.1 --Powers of Attorney
+27.1 --Financial Data Schedule
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*To be filed by amendment.
+Filed on September 30, 1998.
++Filed herewith.
II-6
ITEM 17. UNDERTAKINGS
The undersigned Company hereby undertakes:
(a) Insofar as indemnification for liabilities arising under the Securities
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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.
(2) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(3) That, for purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE TOWN OF MARLBORO, COMMONWEALTH OF MASSACHUSETTS, ON THE 6TH DAY OF
OCTOBER, 1998.
Bankvest Capital Corp.
/s/ Paul S. Gass
By: _________________________________
PAUL S. GASS
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND CHAIRMAN OF THE BOARD
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS PRE-
EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY
THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Paul S. Gass President, Chief Executive October 6, 1998
______________________________________ Officer and Chairman of
PAUL S. GASS the Board of Directors
(Principal Executive
Officer)
Kellie D. Jacques* Senior Vice President, October 6, 1998
______________________________________ Chief Financial Officer,
KELLIE D. JACQUES Treasurer and Director
(Principal Financial and
Accounting Officer)
John P. Colton* Executive Vice President October 6, 1998
______________________________________ and Director
JOHN P. COLTON
James H. Fordyce* Director October 6, 1998
______________________________________
JAMES H. FORDYCE
James D. Gerson* Director October 6, 1998
______________________________________
JAMES D. GERSON
Sandra T. King* Director October 6, 1998
______________________________________
SANDRA T. KING
Kevin J. McGinty* Director October 6, 1998
______________________________________
KEVIN J. MCGINTY
/s/ Paul S. Gass
*By: _______________________
PAUL S. GASS
ATTORNEY-IN-FACT
II-8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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*1.1 --Form of Underwriting Agreement
+3.1 --Restated Articles of Organization of the Company, as amended
+3.2 --Amended and Restated Bylaws of the Company
*4.1 --Specimen Common Stock certificates
+4.2 --Agreement of Recapitalization dated , 1998 by and among the
Company, Primus, PNC Whitney and certain other stockholders of the
Company
++4.3 --Amended and Restated Stockholders Agreement dated as of May 28, 1998
by and among the Company, Primus, PNC Whitney and certain other
stockholders of the Company
++4.4 --Amended and Restated Registration Rights Agreement dated February
28, 1997 by and among the Company, Primus, PNC and Whitney, as
amended by that certain First Amendment to Amended and Restated
Registration Rights Agreement dated May 28, 1998
++4.5 --Purchase Agreement dated as of May 30, 1996, by and among the
Company, Primus and PNC as amended by Amendment No. 1 dated as of
February 28, 1997
++4.6 --Purchase Agreement dated as of May 28, 1998 by and among the
Company, Primus and PNC
*4.7 --Common Stock Purchase Warrants dated as of May 30, 1996 between the
Company and Primus, as amended and restated by that certain Amended
and Restated Common Stock Purchase Warrants dated as of , 1997.
++4.8 --Securities Purchase Agreement dated as of February 28, 1998 by and
between the Company and Whitney
++4.9 --10.101% Subordinated Promissory Note of the Company dated February
28, 1997 held by Whitney
++4.10 --Vested Warrant dated February 28, 1997 held by Whitney
++4.11 --Vesting Warrant dated February 28, 1997 held by Whitney
++4.12 --Put and Call Agreement dated as of February 28, 1997 by and between
the Company and Whitney
*5.1 --Opinion of Goldstein & Manello, P.C.
*10.1 --BankVest Capital Corp. 1995 Stock Option Plan
*10.2 --BankVest Capital Corp. 1998 Employee Stock Ownership Plan
*10.3 --Employment Agreement between Paul S. Gass and the Company
*10.4 --Employment Agreement between Joseph Bannick and the Company
*10.5 --Employment Agreement between Lewis Caliento and the Company
*10.6 --Employment Agreement between John P. Colton and the Company
*10.7 --Employment Agreement between Charles Cross and the Company
*10.8 --Employment Agreement between Kellie D. Jacques and the Company
*10.9 --Employment Agreement between Michael Karman and the Company
*10.10 --Employment Agreement between Sandra T. King and the Company
*10.11 --Severance Agreement between Cathy F. Sutton and the Company
*10.12 --Form of Stock Option Agreement in connection with 1995 Plans
*10.13 --Real Estate Lease between Glenborough Corp. and the Company
(Marlboro, MA)
++10.14 --Receivables Purchase Agreement dated as of August 15, 1997 among
BVFU Funding Corp., the Company, Variable Funding Capital
Corporation, First Union Capital Markets Corp., First Union National
Bank of North Carolina and Northwest Bank Minnesota, N.A
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
*10.15 --Purchase Agreement dated August 15, 1997 between BVFU and BV
++10.16 --Lease Receivables Sale and Contribution Agreement dated September
30, 1996 by and among BV Funding Corp., BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.17 --Lease Receivables Purchase Agreement dated as of September 30, 1996
among BV Funding Corp. BankVest Capital Corp., EagleFunding Capital
Corporation and BankBoston (f/k/a The First National Bank of Boston),
as amended by Amendment No. 1 dated February 28, 1997, as amended by
Amendment No. 2 dated June 30, 1997, as amended by Amendment No. 3
dated December 7, 1997, as amended by Amendment No. 4 dated January
7, 1998, and as amended by Amendment No. 5 dated by May 1, 1998
*10.18 --Revolving Credit Agreement dated as of June 18, 1998 by and between
BankVest Capital Corp. and Middlesex Savings Bank
*10.19 --$1,000,000 Revolving Credit Note to Middlesex Savings Bank dated as
of June 18, 1998
*10.20 --Line of Credit Agreement dated as of October 31, 1995 by and between
Framingham Savings Bank and BankVest Capital Corp.
*10.21 --$2,000,000 Promissory Note--Demand (Variable Rate) to Framingham
Savings Bank dated October 31, 1995
*10.22 --Loan and Security Agreement dated as of December 9, 1996 by and
between MetroWest Bank and BankVest Capital Corp.
*10.23 --$2,000,000 Promissory Note--Monthly Installment to MetroWest Bank
dated December 9, 1996
*10.24 --Loan Agreement dated as of December 9, 1996 by and between MetroWest
Bank and BankVest Capital Corp.
*10.25 --$3,000,000 Promissory Note--Demand to MetroWest Bank dated December
9, 1996
*10.26 --Security Agreement dated as of December 9, 1996 by and between
MetroWest Bank and BankVest Capital Corp.
*10.27 --$500,000 Promissory Note--Monthly Installment to MetroWest Bank
dated December 9, 1996
*10.28 --Line of Credit Agreement dated as of February 5, 1998 by and between
MetroWest Bank and BankVest Capital Corp.
*10.29 --$5,000,000 Promissory Note--Demand to MetroWest Bank dated February
5, 1998
*10.30 --$2,500,000 Promissory Note to MetroWest Bank dated September 2, 1998
*10.31 --Loan and Security Agreement dated as of December 27, 1996 by and
between Century Bank and Trust Company and BankVest Capital Corp.
++10.32 --Loan and Security Agreement dated as of May 9, 1997 by and among
BankVest Capital Corp., LeaseVest Capital Corp., and PNC Bank, N.A.
++10.33 --Revolving Credit Agreement dated as of September 12, 1996, by and
between BankVest Capital Corp., LeaseVest Capital Corp. and
BankBoston, N.A. (f/k/a The First National Bank of Boston)
++10.34 --Amendment to Revolving Credit Agreement dated January 1, 1997 by and
between BankVest Capital Corp., LeaseVest Capital Corp. and
BankBoston, N.A. (f/k/a The First National Bank of Boston)
++10.35 --Amendment No. 2 to Revolving Credit Agreement and Security Agreement
dated December 5, 1997 by and between BankVest Capital Corp.,
LeaseVest Capital Corp. and BankBoston, N.A. (f/k/a The First
National Bank of Boston)
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
++10.36 --Amendment No. 3 to Revolving Credit Agreement and Security Agreement
dated December 24, 1997 by and between BankVest Capital Corp.,
LeaseVest Capital Corp. and BankBoston, N.A. (f/k/a The First
National Bank of Boston)
++10.37 --$20,000,000 Amended and Restated Revolving Credit Note to BankBoston
(f/k/a The First National Bank of Boston) dated December 5, 1997 of
BankVest Capital Corp.
*10.38 --MetroWest Bank Line of Credit Agreement dated February 5, 1998 by
and between MetroWest Bank and BankVest Capital Corp.
*10.39 --$5,000,000 Promissory Note--Demand to MetroWest Bank dated as of
February 5, 1998 of BankVest Capital Corp.
++10.40 --Revolving Credit Facility, dated as of August 21, 1998, by and
between BankVest Capital Corp. and Fleet Bank, N.A.
++10.41 --$15,000,000 Revolving Credit Note to Fleet Bank, N.A. dated as of
August 21, 1998
++10.42 --Amended and Restated Master Sale of Chattel Paper And Security
Agreement dated as of March 19, 1996, among European American Bank,
BankVest Capital Corp. and LeaseVest Capital Corp.
*10.43 --Amendment dated as of January 14, 1997 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.44 --Second Amendment dated as of June 30, 1997 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
++10.45 --Third Amendment dated as of January , 1998 to Amended and Restated
Master Sale of Chattel Paper And Security Agreement dated as of March
21, 1996, among European American Bank, BankVest Capital Corp. and
LeaseVest Capital Corp.
*10.46 --Master Agreement dated November 27, 1995 between First Sierra
Financial, Inc. and BankVest Capital Corp.
*10.47 --First Amendment dated April 10, 1997 to Master Agreement dated
November 27, 1995 between First Sierra Financial, Inc. and BankVest
Capital Corp.
++10.48 --Loan and Security Agreement dated as of August 7, 1995 between
BankVest Capital Corp. and Heller Financial, Inc.
++10.49 --First Amendment dated as of February 12, 1996 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
++10.50 --Second Amendment dated as of June 24, 1996 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
++10.51 --Third Amendment dated as of July 11, 1997 to Loan and Security
Agreement, dated as of August 7, 1995 by and between Heller
Financial, Inc. and BankVest Capital Corp.
*10.52 --Purchase and Sale Agreement, dated as of August 7, 1995 by and
between Heller Financial Leasing, Inc. and BankVest Capital Corp.
++10.53 --First Amendment dated as of February 12, 1996 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
++10.54 --Second Amendment dated as of June 24, 1996 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
++10.55 --Third Amendment dated as of July 11, 1997 to Purchase and Sale
Agreement, dated as of August 7, 1995 by and between Heller Financial
Leasing, Inc. and BankVest Capital Corp.
++10.56 --Sale of Chattel Paper and Security Agreement dated as of March 28,
1996 by and between UJB Leasing Corporation and BankVest Capital
Corp.
++10.57 --First Amendment dated as of June 1, 1997 to Sale of Chattel Paper
and Security Agreement by and between Summit Leasing Corporation
(f/k/a UJB Leasing Corporation) and BankVest Capital Corp.
++10.58 --Second Amendment to Sale of Chattel Paper and Security Agreement by
and between Summit Leasing Corporation (f/k/a UJB Leasing
Corporation) and BankVest Capital Corp.
*10.59 --Master Sale and Assignment Agreement dated as of November 21, 1997
by and between BankVest Capital Corp., LeaseVest Capital Corp., and
Marquette National Bank
*10.60 --Receivables Purchase Agreement dated as of September , 1998 among
BVFU Funding LLC, BankVest Capital Corp., the Investors, Variable
Funding Capital Corporation, First Union Capital Markets, First Union
National Bank of North Carolina and Norwest Bank Minnesota, N.A.
*10.61 --Purchase Agreement, dated as of September , 1998 between BVFU and
BankVest Capital Corp.
*10.62 --Purchase and Assignment Agreement, dated as of September , 1998
between BVFU Funding Corp. and BVFU Funding LLC
*10.63 --Lease Receivables Sale and Contribution Agreement dated as of
September , 1998 by and among BVC Funding LLC, LeaseVest Capital
Corp. and BankVest Capital Corp.
*10.64 --Lease Receivables Purchase Agreement dated as of September , 1998
by and among BVC Funding LLC, BankVest Capital Corp., Eagle Funding
Capital Corporation and BankBoston, N.A.
*10.65 --Transfer and Sale Agreement dated as of , 1998, by and among
BankVest Capital Corp., BVFU, BFC, VFCC, Eagle and the BV Equipment
Lease Company 1998-1, LLC
*10.66 --Indenture dated as of , 1998 by and between BV Equipment Lease
Company 1998-1, LLC and Norwest
+11.1 --Computation of earnings per share
++16.1 --Letter from PricewaterhouseCoopers LLP
*21.1 --Subsidiaries of the Company
+23.1 --Consent of Deloitte & Touche LLP
*23.2 --Consent of Goldstein & Manello, P.C. (contained in Exhibit 5.1
hereto)
+24.1 --Powers of Attorney
+27.1 --Financial Data Schedule
- --------
*To be filed by amendment.
+Filed on September 30, 1998.
++Filed herewith.