As filed with the Securities and Exchange Commission on December 31, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UST Corp.
(Exact name of registrant as specified in its charter)
40 COURT STREET
BOSTON, MASSACHUSETTS 02108
(617) 726-7000
(Address of principal executive offices, including zip code)
MASSACHUSETTS EMPLOYEE SAVINGS PLAN 04-2436093
(State or other jurisdiction (Full title of the plan) (I.R.S. Employer
of incorporation or organization) Identification Number)
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ERIC R. FISCHER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CLERK
UST CORP.
40 COURT STREET
BOSTON, MASSACHUSETTS 02108
(617) 726-7377
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price offering registration
securities to be registered registered per share(1) price(1) fee
Common Stock -- $.625 par value 125,000 shares $27.312 $3,414,000 $1,007.13
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 employee benefit plan(s) described herein.
(1) This estimate is made pursuant to Rule 457(h) solely for the purpose
of determining the registration fee. It is not known how many shares will be
purchased under the Plan or at what price such shares will be purchased. The
above calculation is based on the offering of 125,000 shares at a purchase
price of $27.312 per share, which is the average of the high and low prices of
the Company's Common Stock as reported by the NASDAQ National Market on
December 23, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Annual Report of the Registrant on Form 10-K for the year ended
December 31, 1996.
(b) The Quarterly Reports of the Registrant on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997 and the Current
Report on Form 8-K filed on December 16, 1997.
(c) Description of rights of the holders of the Company's Common Stock
(Appearing on Page 76 of Registrant's Registration Statement No. 333-15521 on
Form S-4).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Any statement contained 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 part of this Registration
Statement.
Item 4. Description of Securities.
The description of securities is contained in the Registrant's
Registration Statement No. 333-15521 on Form S-4 which was previously filed
with the Securities and Exchange Commission and is incorporated herein by
reference. The securities are being issued in connection with a UST Corp. Stock
Fund established as of January 1, 1998 under the Registrant's Employee Savings
Plan. A description of the Employee Savings Plan, as amended, is contained in
the Registrant's Annual Reports on Form 10-K for the years ended December 31,
1991, 1994 and 1996, and the Plan and such amendments are incorporated herein
by reference.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of the shares of
Common Stock of the Company are being passed upon for the Company by Eric R.
Fischer, Esq. who is Executive Vice President, General Counsel and Clerk of the
Company. As of December 15, 1997, Mr. Fischer had a direct or indirect interest
in 36,798 shares of Common Stock and had options to acquire purchase an
additional 50,800 shares, all of which options were immediately exercisable.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of the
corporation to whatever extent specified in or authorized by (a) the articles
of organization, (b) a by-law adopted by the stockholders or (c) a vote adopted
by the holders of a majority of the shares of stock entitled to vote on the
election of directors.
The Registrant's Articles of Organization provide that the Registrant
shall, to the fullest extent legally permissible, indemnify each person who is
or was a director, officer, employee or other agent of the Registrant and each
person who is or was serving at the request of the Registrant as such of
another corporation or of any partnership, joint venture, trust, employee
benefit plan or other enterprise or organization, against all liabilities,
costs and expenses, including but not limited to amounts paid in satisfaction
of judgments, in settlement or as fines and penalties, and counsel fees and
disbursements, reasonably incurred by him or her in connection with the defense
or disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding, whether civil, criminal, administrative or
investigative, before any court or administrative or legislative or
investigative body, in which he or she may be or may have been involved as a
party or otherwise or with which he or she may be or may have been threatened,
while in office or thereafter, by reason of his or her being or having been
such a director, officer, employee, agent or trustee, or by reason of any
action taken or not taken in any such capacity. Under Massachusetts law and the
Articles, no indemnification may be provided for any person with respect to any
matter as to which he or she 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 Registrant or other entity served or, to the extent
that such matter relates to service with respect to an employee benefit plan,
in the best interest of the participants or beneficiaries of such employee
benefit plan.
If, in any action, suit or proceeding brought by or in the name of the
Registrant, a director of the Registrant is held not liable for monetary
damages, whether because that director is relieved of personal liability under
the provisions of the Articles of Organization, or otherwise, that director
shall be deemed to have met the standard of conduct set forth above and to be
entitled to indemnification for expenses reasonably incurred in the defense of
such action, suit or proceeding.
As to any matter disposed of by settlement pursuant to a consent decree
or otherwise, no indemnification either for the amount of such settlement or
for any other expenses shall be provided unless such settlement shall be
approved as in the best interests of the Registrant, after notice that it
involves such indemnification, (a) by vote of a majority of the disinterested
directors then in office (even though the disinterested directors be less than
a quorum), (b) by any disinterested person or persons to whom the question may
be referred by vote of a majority of such disinterested directors, or (c) by
vote of the holders of a majority of the outstanding stock at the time entitled
to vote for directors, voting as a single class, exclusive of any stock owned
by any interested person, or (d) by any disinterested person or persons to whom
the question may be referred by vote of the holders of a majority of such
stock. No such approval shall prevent the recovery from any such officer,
director, employee, agent or trustee of any amounts paid to him or her or on
his or her behalf as indemnification in accordance with the preceding sentence
if such person is subsequently adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his or her action
was in the best interests of the Registrant.
The right of indemnification provided in the Registrant's Articles of
Organization shall not be exclusive of or affect any other rights to which any
director, officer, employee, agent or trustee may be entitled or which may
lawfully be granted to him or her. Indemnification of a "director", "officer",
"employee", "agent", and "trustee" includes their respective executors,
administrators and other legal representatives. An "interested" person is one
against whom the action, suit or another proceeding in question or another
action, suit or other proceeding on the same or similar grounds is then or had
been pending or threatened, and a "disinterested" person is a person against
whom no such action, suit or other proceeding is then or had been pending or
threatened.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Organization of the Company as amended to date. (Exhibit to
Form 10-K for year ended December 31, 1996).
4.2 By-laws of the Company as amended to date. (Exhibit to Form 10-K for
year ended December 31, 1994).
4.3 Rights Agreement, dated September 19, 1995, between UST Corp. and United
States Trust Company, as Rights Agent.
(Exhibit to Registrant's Form 8-A filed September 26, 1995).
4.3.1 Certificate of Vote Establishing a Series of a Class of Stock.
(Exhibit A to Rights Agreement between the Company and United States
Trust Company, dated September 19, 1995 and filed as an Exhibit to
Registrant's Form 8-A filed September 26, 1995.)
4.3.2 Form of Rights Certificate. (Exhibit B to Rights Agreement between
the Company and United States Trust Company, dated September 19,
1995 and filed as an Exhibit to Registrant's Form 8-A filed
September 26, 1995.)
4.3.3 Summary of Rights to Purchase Preferred Shares. (Exhibit C to Rights
Agreement between the Company and United States Trust Company, dated
September 19, 1995 and filed as an Exhibit to Registrant's Form 8-A
filed September 26, 1995.)
4.4 Employee Savings Plan (formerly known as Profit-Sharing Plan), as amended
to January 1, 1995. (Exhibit to Form 10-K for year ended December 31,
1991).
4.4.1 Amendment, as of January 1, 1994, to Employee Savings Plan. (Exhibit to
Form 10-K for year ended December 31, 1994).
4.4.2 Amendment effective as of January 1, 1997 to Employee Savings Plan.
(Exhibit to Form 10-K for year ended December 31, 1996).
5.1 Opinion of Eric R. Fischer, Esq.
5.2 An undertaking that the Registrant will submit the plan to the Internal
Revenue Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify the plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Eric R. Fischer, Esq. (contained in the opinion filed as
Exhibit 5.1 hereto).
24 Powers of Attorney (included in signature page hereto).
Item 9. Undertakings.
(a) The 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 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.
(2) 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.
(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) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 bona fide offering thereof.
(h) 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 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, office, or controlling
persons 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.
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, The Commonwealth
of Massachusetts, on this 24th day of December, 1997.
UST CORP.
By: /s/ Neal F. Finnegan
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Neal F. Finnegan
President and Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears
below hereby authorizes and constitutes Eric R. Fischer, Esq., Neal F. Finnegan
and James K. Hunt, and each of them singly, his true and lawful attorneys with
full power to them, and each of them singly, to sign for him and in his name in
the capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he hereby ratifies
and confirms his signature as it may be signed by said attorneys, or any of
them, to any and all such amendments.
By: /s/ Chester G. Atkins By: /s/ Michael A. Miller
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Chester G. Atkins, Director Michael A. Miller, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Diane E. Bradbury By: /s/ Sydney L. Miller
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David E. Bradbury, Director Sydney L. Miller, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Robert M. Coard By: /s/ Vikki L. Pryor
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Robert M. Coard, Director Vikki L. Pryor, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Domenic Colasacco By: /s/ Gerald M. Ridge
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Domenic Colasacco, Director and Gerald M. Ridge, Director
Executive Vice President Date: December 24, 1997
Date: December 24, 1997
By: /s/ Robert L. Culver By: /s/ William Schwartz
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Robert L. Culver, Director William Schwartz, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Alan K. Derkazarian By: /s/ Barbara C. Sidell
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Alan K. Derkazarian, Director Barbara C. Sidell, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Donald C. Dolben By: /s/ James V. Sidell
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Donald C. Dolben, Director James V. Sidell, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Neal F. Finnegan By: /s/ Paul D. Slater
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Neal F. Finnegan, Director Paul D. Slater, Director
President and Chief Executive Officer Date: December 24, 1997
Date: December 24, 1997
By: /s/ Edward Guzovsky By: /s/ Edward J. Sullivan
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Edward Guzovsky, Director Edward J. Sullivan, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Wallace M. Haselton By: /s/ G. Robert Tod
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Wallace M. Haselton, Director G. Robert Tod, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Brian W. Hotarek By: /s/ Michael J. Verrochi
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Brian W. Hotarek, Director Michael J. Verrochi, Director
Date: December 24, 1997 Date: December 24, 1997
By: /s/ Francis X. Messina By: /s/ Gordon M. Weiner
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Francis X. Messina, Director Gordon M. Weiner, Director
Date: December 24, 1997 Date: December 24, 1997
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees have duly caused this registration statement to be signed on its
behalf by the undersigned plan, thereunto duly authorized, in the City of
Boston, The Commonwealth of Massachusetts, on this 31st day of December, 1997.
EMPLOYEE SAVINGS PLAN
By: /s/ James K. Hunt
James K. Hunt, as Trustee
Date: December 31, 1997
By: /s/ Eric R. Fischer
Eric R. Fischer, as Trustee
Date: December 31, 1997
By: /s/ Linda J. Lerner
Linda J. Lerner, as Trustee
Date: December 31, 1997
By: /s/ Domenic Colasacco
Domenic Colasacco, as Trustee
Date: December 31, 1997
Exhibit Index
4.1 Articles of Organization of the Company as amended to date. (Exhibit to
Form 10-K for year ended December 31, 1996).
4.2 By-laws of the Company as amended to date. (Exhibit to Form 10-K for
year ended December 31, 1994).
4.3 Rights Agreement, dated September 19, 1995, between UST Corp. and United
States Trust Company, as Rights Agent.
(Exhibit to Registrant's Form 8-A filed September 26, 1995).
4.3.1 Certificate of Vote Establishing a Series of a Class of Stock.
(Exhibit A to Rights Agreement between the Company and United States
Trust Company, dated September 19, 1995 and filed as an Exhibit to
Registrant's Form 8-A filed September 26, 1995.)
4.3.2 Form of Rights Certificate. (Exhibit B to Rights Agreement between
the Company and United States Trust Company, dated September 19,
1995 and filed as an Exhibit to Registrant's Form 8-A filed
September 26, 1995.)
4.3.3 Summary of Rights to Purchase Preferred Shares. (Exhibit C to Rights
Agreement between the Company and United States Trust Company, dated
September 19, 1995 and filed as an Exhibit to Registrant's Form 8-A
filed September 26, 1995.)
4.4 Employee Savings Plan (formerly known as Profit-Sharing Plan), as amended
to January 1, 1995. (Exhibit to Form 10-K for year ended December 31,
1991).
4.4.1 Amendment, as of January 1, 1994, to Employee Savings Plan. (Exhibit to
Form 10-K for year ended December 31, 1994).
4.4.2 Amendment effective as of January 1, 1997 to Employee Savings Plan.
(Exhibit to Form 10-K for year ended December 31, 1996).
5.1 Opinion of Eric R. Fischer, Esq.
5.2 An undertaking that the Registrant will submit the plan to the Internal
Revenue Service in a timely manner and has made or will make all changes
required by the Internal Revenue Service in order to qualify the plan.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Eric R. Fischer, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto).
24 Powers of Attorney (included in signature page hereto).