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As filed with the Securities and Exchange Commission on November 26, 1997
Registration Statement No. 33-
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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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MEDFORD BANCORP, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 29 HIGH STREET 04-3384928
(State or Other Jurisdiction of MEDFORD, MASSACHUSETTS 02155 (I.R.S. Employer
Incorporation or Organization) (617) 395-7700 Identification No.)
(Address, including zip code, and telephone
number, including area code of Registrant's
principal executive offices)
MEDFORD BANCORP, INC. STOCK OPTION PLAN
MEDFORD SAVINGS BANK 1986 STOCK OPTION PLAN
(Full titles of the Plans)
ARTHUR H. MEEHAN
Chairman, President and Chief Executive Officer
MEDFORD BANCORP, INC.
29 High Street
Medford, Massachusetts 02155
(617) 395-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
PAUL W. LEE, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1590
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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MEDFORD BANCORP, INC. 20,000 shares $10.625 (2) $5,231,812.50 $1,585.40
STOCK OPTION PLAN 10,000 shares $14.375 (2)
14,000 shares $17.25 (2)
Common Stock, $0.50 30,000 shares $18.875 (2)
par value 3,000 shares $14.4375 (2)
3,000 shares $21.75 (2)
6,000 shares $20.75 (2)
3,000 shares $21.25 (2)
3,000 shares $25.75 (2)
6,000 shares $24.875 (2)
102,000 shares $34.75 (3)
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MEDFORD SAVINGS BANK 136,880 shares $5.1875 (2) $2,120,061.375 $642.44
1986 STOCK OPTION PLAN 11,320 shares $6.125 (2)
36,886 shares $7.625 (2)
Common Stock, $0.50 34,000 shares $10.875 (2)
par value 3,000 shares $12.25 (2)
33,590 shares $19.4375 (2)
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TOTAL 455,676 shares $7,351,873.875 $2,227.84
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(1) Pursuant to a Shareholder Rights Plan, each share of Common Stock also
has an associated preferred stock purchase right. In addition, pursuant
to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests (including any
associated preferred stock purchase rights) to be offered or sold
pursuant to the stock option plans described herein, including such
additional number of shares as may be required pursuant to the stock
option plans in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h) under the Securities Act,
solely for the purposes of determining the registration fee and is based
upon the price at which outstanding options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act solely for the purpose of determining the amount of the
registration fee on November 19, 1997, utilizing the average of the high
and low sale prices reported on the Nasdaq National Market System on that
date.
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This Registration Statement, including exhibits (See Exhibit Index on
Page __), consists of __ pages.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in the requirements of
Part I are not required to be filed with the Securities and Exchange Commission
as part of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Medford Bancorp, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents:
(a) and (b) The Registrant's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 26, 1997 (the "Form 8-K"), which
includes as exhibits thereto the following: (1) Annual Report of Medford
Savings Bank (the "Bank") on Form F-2 for the year ended December 31, 1996, as
filed with the Federal Deposit Insurance Corporation ("FDIC") (Exhibit 99.1);
Quarterly Report of the Bank on Form F-4 for the quarter ended March 31, 1997,
as filed with the FDIC (Exhibit 99.2); Current Report of the Bank on Form F-3,
as filed with the FDIC on May 7, 1997 (Exhibit 99.3); Quarterly Report of the
Bank on Form F-4 for the quarter ended June 30, 1997, as filed with the FDIC
(Exhibit 99.4); Proxy Statement, dated August 4, 1997, delivered to the Bank's
stockholders in connection with the Bank's September 16, 1997 Special Meeting
of Stockholders, as filed with the FDIC (Exhibit 99.5); Quarterly Report of the
Bank on Form F-4 for the quarter ended September 30, 1997, as filed with the
FDIC (Exhibit 99.6); Current Report of the Bank on Form F-3, as filed with the
FDIC on October 7, 1997 (Exhibit 99.7).
(c) The description of the Registrant's common stock, par value $0.50 per
share, contained in Exhibit 3.1 and 99.5 to Form 8-K.
All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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 herein and to be a part hereof from the date of filing of 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
hereof to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification. The Company is a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its directors, officers, employees and other
agents, 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, to the extent specified or
authorized by the corporation's articles of organization, a by-law adopted by
the stockholders, or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer or director in his capacity
as officer or director, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him against such
liability.
The Company's By-laws provide that directors and officers of the Company
shall, and in the discretion of the Board of Directors, non-officer employees
may, be indemnified by the Company against liabilities and expenses arising out
of service for or on behalf of the Company. The By-laws 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 By-laws provide that
the indemnification provision in the By-laws does not limit any other right to
indemnification existing independently of the By-laws.
More specifically, Article VI, Section 1, of the Company's By-laws provides
the following definitions relating to the indemnification of directors and
officers:
For purposes of this Article: (a) "Officer" means any person who
serves or has served as a Director of the Company or in any other office
filled by election or appointment by the stockholders or the Board of
Directors and any heirs or personal representatives of such person; (b)
"Non-Officer Employee" means any person who serves or has served as an
employee of the Company, but who is not or was not an Officer, and any
heirs or personal representatives of such person; (c) "Proceeding" means
any action, suit or proceeding, civil or criminal, brought or threatened in
or before any court, tribunal administrative or legislative body or agency
and any claim which could be the subject of a Proceeding; and (d)
"Expenses" means any liability fixed by a judgment, order, decree or award
in a Proceeding, any amount reasonably paid in settlement of a Proceeding
and any professional fees or other disbursements reasonably incurred in a
Proceeding.
Article VI, Section 2, of the Company's By-laws provides that the Company
shall indemnify Officers as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Officer of the Company shall be indemnified by the Company against all
Expenses incurred by such Officer in connection with any Proceedings in
which such Officer is involved as a result of serving or having served (a)
as an Officer or employee of the Company; (b) as a director, officer or
employee of any wholly owned subsidiary of the Company; or (c) in any
capacity with any other corporation, organization, partnership, joint
venture, trust or other entity at the request or direction of the Company.
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Article VI, Section 3, of the Company's By-laws provides that the Company
shall indemnify Non-Officer Employees as follows:
Except as provided in Sections 4 and 5 of this Article VI, each
Non-Officer Employee of the Company may, in the discretion of the Board of
Directors, be indemnified against any or all Expenses incurred by such
Non-Officer Employee in connection with any Proceeding in which such
Non-Officer Employee is involved as a result of serving or having served
(a) as a Non-Officer Employee of the Company; (b) as a director, officer or
employee of any wholly owned subsidiary of the Company; or (c) in any
capacity with any other corporation, organization, partnership, joint
venture, trust or other entity at the request or direction of the Company.
Article VI of the Company's By-laws also includes certain provisions
relating to the scope of the indemnification for officers and directors of the
Company and the procedures for determining entitlement to indemnification:
SECTION 4. SERVICE AT THE REQUEST OR DIRECTION OF THE COMPANY. No
indemnification shall be provided to an Officer or Non-Officer Employee
with respect to serving or having served in any of the capacities described
in Section 2(c) or 3(c) above unless the following two conditions are met:
(a) such service was requested or directed in each specific case by vote of
the Board of Directors prior to the occurrence of the event to which the
indemnification relates, and (b) the Company maintains insurance coverage
for the type of indemnification sought. In no event shall the Company be
liable for indemnification under Section 2(c) or 3(c) above for any amount
in excess of the proceeds of insurance received with respect to such
coverage as the Company in its discretion may elect to carry. The Company
may but shall not be required to maintain insurance coverage with respect
to indemnification under Section 2(c) or 3(c) above. Notwithstanding any
other provision of this Section 4, but subject to Section 5 of this Article
VI, the Board of Directors may provide an Officer or Non-Officer Employee
with indemnification under Section 2(c) or 3(c) above as to a specific
Proceeding even if one or both of the two conditions specified in this
Section 4 have not been met and even if the amount of the indemnification
exceeds the amount of the proceeds of any insurance which the Company may
have elected to carry, provided that the Board of Directors in its
discretion determines it to be in the best interests of the Company to do
so.
SECTION 5. GOOD FAITH. No indemnification shall be provided to an
Officer or to a Non-Officer Employee with respect to a matter as to which
such person shall have been adjudicated in any Proceeding not to have acted
in good faith in the reasonable belief that the action of such person was
in the best interests of the Company. In the event that a Proceeding is
compromised or settled so as to impose any liability or obligation upon an
Officer or Non-Officer Employee, no indemnification shall be provided to
said Officer or Non-Officer Employee with respect to a matter if there be a
determination that with respect to such matter such person did not act in
good faith in the reasonable belief that the action of such person was in
the best interests of the Company. The determination shall be made by a
majority vote of those Directors who are not involved in such Proceeding.
However, if more than half of the Directors are involved in such
Proceeding, the determination shall be made by a majority vote of a
committee of three disinterested Directors chosen by the disinterested
Directors at a regular or special meeting. If there are fewer than three
(3) disinterested Directors, the determination shall be based upon the
opinion of the Company's regular outside counsel.
SECTION 6. PRIOR TO FINAL DISPOSITION. Unless otherwise provided by
the Board of Directors or by the committee pursuant to the procedure
specified in Section 5 of this Article VI, any indemnification provided for
under this Article VI shall include payment by the Company of Expenses
incurred in defending a Proceeding in advance of the final disposition of
such Proceeding upon receipt
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of an undertaking by the Officer or Non-Officer Employee seeking
indemnification to repay such payment if such Officer or Non-Officer
Employee shall be adjudicated or determined to be not entitled to
indemnification under this Article VI.
SECTION 7. INSURANCE. The Company may purchase and maintain insurance
to protect itself and any Officer or Non-Officer Employee against any
liability of any character asserted against or incurred by the Company or
any such Officer or Non-Officer Employee, or arising out of any such
status, whether or not the Company would have the power to indemnify such
person against such liability by law or under the provisions of this
Article VI.
SECTION 8. OTHER INDEMNIFICATION RIGHTS. Nothing in this Article VI
shall limit any lawful rights to indemnification existing independently of
this Article VI.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
*4.1 Specimen certificate for shares of Common Stock of Medford
Bancorp, Inc.
*4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the Articles of
Organization of Medford Bancorp, Inc.
*4.3 Articles II and V of the By-laws of Medford Bancorp, Inc.
4.4 Medford Savings Bank 1986 Stock Option Plan
4.5 Medford Bancorp, Inc. Stock Option Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained in Exhibit 5.1
hereto)
23.2 Consent of Wolf & Company, P.C., as independent public
accountants
24.1 Power of attorney (see page 7 of this Registration Statement)
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* Filed as an exhibit to the Registrant's Current Report on Form
8-K filed with the Securities and Exchange Commission on November 26,
1997, and incorporated herein by reference thereto.
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ITEM 9. UNDERTAKINGS
This Registration Statement on Form S-8 covers securities underlying stock
option plans adopted by the Registrant as its plans in connection with the
reorganization of Medford Savings Bank (the "Bank") into holding company form
pursuant to a Plan of Reorganization and Acquisition dated as of July 29, 1997
between the Registrant and the Bank (the "Plan of Reorganization"). Pursuant to
the Plan of Reorganization, at the effective date of the Plan of Reorganization,
each issued and outstanding share of the Bank's common stock, par value $0.50
per share (together with associated preferred stock purchase rights) (except
shares held by stockholders exercising dissenters' rights), automatically and
without consideration was converted into and exchanged for one share of the
common stock, par value $0.50 per share of the Company (together with associated
preferred stock purchase rights). Notwithstanding the foregoing, as required by
Item 9 of Form S-8, the Registrant provides the following 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 acts 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 end of the estimated offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth
in "Calculation of Registration Fee" table in the effective Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 undersigned
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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;
(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; and
(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
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the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant toSection 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 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 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
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 City of Medford, Commonwealth of Massachusetts, on
November 26, 1997.
MEDFORD BANCORP, INC.
By: /s/ Arthur H. Meehan
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Arthur H. Meehan
Chairman, President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Medford Bancorp, Inc. hereby severally constitute Arthur H. Meehan
and Phillip W. Wong and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement filed herewith and
any and all amendments to said Registration Statement, and generally to do all
such things in our names and in our capacities as officers and directors to
enable Medford Bancorp, Inc. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Arthur H. Meehan Chairman, President, Chief November 26, 1997
- -------------------------- Executive Officer and Director
Arthur H. Meehan (principal executive officer)
/s/ Phillip W. Wong Senior Vice President, November 26, 1997
- -------------------------- Treasurer
Phillip W. Wong and Chief Financial Officer
(principal financial and
accounting officer)
/s/ Edward D. Brickley Director November 26, 1997
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Edward D. Brickley
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SIGNATURE TITLE DATE
/s/ David L. Burke Director November 26, 1997
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David L. Burke
/s/ Paul J. Crowley Director November 26, 1997
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Paul J. Crowley
/s/ Mary L. Doherty Director November 26, 1997
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Mary L. Doherty
/s/ Edward J. Gaffey Director November 26, 1997
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Edward J. Gaffey
/s/ Andrew D. Guthrie Jr., M.D. Director November 26, 1997
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Andrew D. Guthrie Jr., M.D.
/s/ Robert A. Havern III Director November 26, 1997
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Robert A. Havern III
/s/ Arthur H. Meehan Director November 26, 1997
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Arthur H. Meehan
/s/ Eugene R. Murray Director November 26, 1997
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Eugene R. Murray
/s/ Francis D. Pizzella Director November 26, 1997
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Francis D. Pizzella
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGES
*4.1 Specimen certificate for shares of Common Stock of
Medford Bancorp, Inc.
*4.2 Articles IV, VI(A), VI(C) and VI(I)-(J) of the
Articles of Organization of Medford Bancorp, Inc.
*4.3 Articles II and V of the By-laws of Medford
Bancorp, Inc.
4.4 Medford Savings Bank 1986 Stock Option Plan
4.5 Medford Bancorp, Inc. Stock Option Plan
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (contained
in Exhibit 5.1 hereto)
23.2 Consent of Wolf & Company, P.C., as independent
public accountants
24.1 Power of attorney (see page 7 of this Registration
Statement)
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* Filed as an exhibit to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 26, 1997, and
incorporated herein by reference thereto.
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