As filed with the Securities and Exchange Commission on September 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIS BANCORP, INC.
(Exact name of Registrant as Specified in Its Charter)
Massachusetts 04-3303264
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1441 Main Street
Springfield, Massachusetts 01102
(Address of Principal Executive Offices)
SIS Bancorp, Inc. Director Stock Option Plan
SIS Bancorp, Inc. Management Stock Option Plan
SIS Bancorp, Inc. Director Restricted Stock Plan
SIS Bancorp, Inc. Management Restricted Stock Plan
(Full Title of the Plans)
MICHAEL E. TUCKER, ESQ.
Senior Vice President and General Counsel
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
(Name and Address of Agent For Service)
(413)748-8000
(Telephone number, including area code, of agent for service)
Copy to:
MICHAEL A. MATZKA, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 868,650 (1) $12.25 to $21.00 (2) $14,064,825 (2) $4,849.94
=================================================================================================================================
<FN>
(1) Consists of 806,250 shares authorized under the Stock Option Plans and
62,400 unissued shares authorized under the Restricted Stock Plans. Also
includes an indeterminate number of securities which may be issuable by reason
of a reorganization, recapitalization, exchange of shares, stock split,
combination of shares or dividend payable in shares of Common Stock or other
securities, as provided under the plans.
(2) Pursuant to Rule 457(h) the offering price is calculated based upon the
exercise price with respect to 589,300 shares subject to options currently
outstanding and, for the remainder of the shares, the average of the bid and
asked prices of the Common Stock as reported on the National Association of
Securities Dealers Automated Quotation, National Market System on September 4,
1996.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts: the first part contains a
Prospectus prepared in accordance with the requirements of Part I of Form S-3
(in accordance with Section C of the General Instructions to Form S-8) which
covers re-offers and re-sales by the Selling Shareholders listed in the
Prospectus of shares of Common Stock of the Company issued or to be issued upon
exercise of options granted to certain directors under the stock option plans
maintained by the Registrant.
The second part contains information required in the Registration Statement
pursuant to Form S-8.
<PAGE>
Prospectus 551,200 Shares
-------------------------
SIS BANCORP, INC.
-------------------------
COMMON STOCK
(Par Value $.01 Per Share)
-------------------------
This Prospectus is being used in connection with the offering, from time to
time, by certain shareholders (the "Selling Shareholders") of SIS Bancorp, Inc.
(the "Company"), of up to 551,200 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of the Company which may be acquired
by certain directors and executives of the Company under the SIS Bancorp, Inc.
Director Restricted Stock Plan and the SIS Bancorp, Inc. Management Restricted
Stock Plan (the "Restricted Stock Plans") or acquired pursuant to the exercise
of options (the "Options") granted to certain directors and executives of the
Company under the SIS Bancorp, Inc. Director Stock Option Plan and the SIS
Bancorp, Inc. Management Stock Option Plan (collectively, the "Option Plans"
and, together with the Restricted Stock Plans, the "Plans"). The Company will
not receive any of the proceeds from the sale of the Shares by the Selling
Shareholders.
The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on the National Association of Securities Dealers Automated Quotation,
National Market System ("NMS") at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated transactions.
All discounts, commissions or fees incurred in connection with the sale of the
Shares offered hereby will be paid by the Selling Shareholders or by the
purchasers of the Shares, except that the expenses of preparing and filing this
Prospectus and the related Registration Statement with the Securities and
Exchange Commission (the "Commission"), and of registering or qualifying the
Shares will be paid by the Company.
The Selling Shareholders and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event any discounts, concessions, or commissions received by such broker
may be deemed to be underwriting commissions under the Securities Act.
The Common Stock is listed on the NMS. On September 4, 1996, the closing price
of the Common Stock on the NMS was $21 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION, CORPORATION,
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND
OR ANY OTHER GOVERNMENTAL AGENCY, AND INVOLVE INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
The date of this Prospectus is September 5, 1996.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information herein is correct as of any time subsequent to
the date hereof.
TABLE OF CONTENTS
Section Page
Available Information ................................................... 3
Incorporation of Certain Documents by Reference ......................... 3
The Company ............................................................. 4
Selling Shareholders .................................................... 4
Plan of Distribution .................................................... 6
Indemnification ......................................................... 6
Experts ................................................................. 7
Legal Matters ........................................................... 7
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices: the Northeast Regional Office, Seven World Trade
Center, Suite 1300, New York, New York 10048, and the Midwest Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained by written request from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company files electronically with the Commission.
The Commisssion maintains a World Wide Web site (located at http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
A registration statement on Form S-8, together with all amendments,
exhibits and documents incorporated therein by reference (the "Registration
Statement"), has been filed with the Commission, Washington, D.C., under the
Securities Act, with respect to the Shares offered by this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. Statements in this Prospectus as to the contents
of exhibits are not necessarily complete, and each statement is qualified in all
respects by reference to the copies of documents filed or incorporated by
reference as exhibits to the Registration Statement or otherwise filed with the
Commission. See also "Incorporation of Certain Documents by Reference."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (or parts thereof) filed with the Commission by the
Company are incorporated by reference in this Prospectus:
(a) The Company's Registration Statement on Form 8-A, dated June 4, 1996,
relating to the Common Stock.
(b) The Company's Current Report on Form 8-K, dated June 21, 1996.
(c) The Company's Quarterly Report on Form 10-Q, for the quarter ended June
30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein which is deemed to be modified or superseded,
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company shall furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Written or telephone requests for such documents should be
directed to Ting Chang, Vice President, Investor Relations and Corporate
Planning, SIS Bancorp, Inc., 1441 Main Street, Springfield, Massachusetts 01102,
telephone (413)748- 8000.
3
<PAGE>
THE COMPANY
General
The Company is a business corporation organized under the laws of The
Commonwealth of Massachusetts on January 18, 1996. The only office of the
Company, and its principal place of business, is located at the main office of
the Bank at 1441 Main Street, Springfield, Massachusetts 01102 and its telephone
number is (413) 748-8000.
The Company was organized for the sole purpose of becoming the holding
company of Springfield Institution for Savings (the "Bank"). Upon completion of
the holding company formation on June 21, 1996, the Bank became a wholly-owned
subsidiary of the Company, which thereby became a bank holding company under
federal law.
The Bank is a Massachusetts-chartered savings bank organized in 1827 and
headquartered in Springfield, Massachusetts. The conversion of the Bank from a
savings bank in mutual form to a savings bank in stock form was completed in
February 1995. The Bank is engaged principally in the business of attracting
deposits from the general public and investing those deposits in real estate
mortgage, construction, consumer and commercial loans, and in various
securities. The Bank conducts its business from its main office in Springfield
and from a network of 21 branches in Massachusetts.
Prior to completion of the bank holding company formation, the Company had
no business activities and there are no operating business activities currently
proposed for the Company. In the future, the Company may become an operating
company or acquire commercial banks or thrift institutions or companies engaged
in bank-related activities. There are no current agreements or understandings
with respect to any acquisition and no assurance can be given that any such
acquisitions will occur. Upon formation of the holding company, the Company
acquired all of the outstanding Bank common stock and received a transfer of
approximately $250,000 in funds from the Bank. Pending use of these funds for
other corporate purposes, the Company intends to invest these funds in U.S.
government securities or other short-term investments permitted by law. The
Company may enter into a management agreement for the purpose of rendering
certain services to the Bank. No proposal and no terms of any agreement,
however, have been considered.
Property
Initially, the Company neither owns nor leases any real or personal
property. Instead, the Company intends to utilize the premises, equipment and
furniture of the Bank without the direct payment of any rental fees to the Bank.
Competition
It is expected that for the near future the primary business of the Company
will be the ongoing business of the Bank. Therefore, the competitive conditions
to be faced by the Company will be the same as those faced by the Bank. In
addition, many banks and financial institutions have formed holding companies or
may form holding companies in the future. It is likely that these holding
companies will attempt to acquire commercial banks, thrift institutions or
companies engaged in bank-related activities. The Company, therefore, will face
competition in undertaking any such acquisitions and in operating subsequent to
any such acquisitions.
Employees
At the present time, the Company does not intend to employ any persons
other than its management. It will utilize the support staff of the Bank from
time to time without the payment of any fees, except to the extent as may be
required by applicable law. If the Company acquires other financial institutions
or pursues other lines of business, it may at such time hire additional
employees.
SELLING SHAREHOLDERS
The following table sets forth: (i) the name of each Selling Shareholder,
(ii) his or her position(s) with the Company and its predecessor or affiliates,
over the last three years, (iii) the number of shares of Common Stock owned (or
subject to option) by each Selling Shareholder as of the date of this
Prospectus, (iv) the number of shares of Common Stock which, as of the date of
this Prospectus, may be offered for the account of each Selling Shareholder by
this Prospectus and (v) the amount of the class to be owned by each Selling
Shareholder if such Selling Shareholder were to sell all of the shares of Common
4
<PAGE>
Stock covered by this Prospectus. There can be no assurance that any of the
Selling Shareholders will offer for sale or sell any or all of the Shares
offered by them pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number Shares Owned
Shares Owned of Shares Following
Prior to This to be Completion of
Name Position with Company Offering* Offered Offering *
- ----------------------------- ----------------------------------------------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Teresita Alicea Director of the Bank 10,250** 6,600 3,450**
Frank W. Barrett Executive Vice President, Credit and Commercial Lending 89,923(1.6%) 61,000 28,923**
Division, of the Bank, since 1994
Mary E. Boland Director of the Bank 18,800** 6,600 12,200**
Sister Mary Caritas (Geary) S.P. Director of the Company and the Bank 10,675** 6,600 4,075**
Ting Chang Vice President, Investor Relations and Corporate Planning of 28,324** 20,000 8,324**
the Company, and, since 1995, the Bank; previously
Corporate Planning Officer for the Bank
Donald F. Collins Director of the Bank 31,300** 6,600 24,700**
B. John Dill Executive Vice President of the Bank and President of 68,298(1.2%) 40,000 28,298**
Colebrook Corporation
Gilbert F. Ehmke Senior Vice President and Chief Investment Officer of the 30,100** 24,500 5,600**
Company and, since 1995, the Bank
William B. Hart, Jr. Director of the Company and, since 1996, the Bank 11,800** 6,600 5,200**
Paulette Henderson-Johnson Director of the Bank 8,925** 6,600 2,325**
Charles L. Johnson Director of the Company and the Bank 13,800** 6,600 7,200**
Laura Sotir Katz Vice President and Controller of the Company and the Bank 9,005** 6,000 3,005**
F. William Marshall, Jr. President, Chief Executive Officer and Director of the 179,598(3.1%) 126,800 52,798**
Company and the Bank
Henry J. McWhinnie Senior Vice President, Human Resources Division, of the 43,682** 30,800 12,882**
Bank, since 1994
John M. Naughton Director of the Company and the Bank 25,000** 10,000 15,000**
Thomas O'Brien Director of the Company and, since 1996, the Bank 11,800** 6,600 5,200**
Jeanne Rinaldo Senior Vice President, Residential Mortgage Division, of the 40,725** 30,600 10,125**
Bank
Brian Schwartz Vice President and Director of Internal Auditing of the Bank, 7,000** 6,000 1,000**
since 1995
Gary P. Shannon Director of the Bank 14,425** 6,600 7,825**
Stephen A. Shatz Director of the Company and the Bank 23,300** 6,600 16,700**
Christopher A. Sinton Senior Vice President, Retail Banking Division, of the Bank, 41,111** 31,400 9,711**
since 1995
John H. Southworth Director of the Bank 14,110** 6,600 7,510**
John F. Treanor Executive Vice President, Treasurer and Chief Financial 83,298(1.5%) 61,500 21,798**
Officer of the Company and, since 1994, the Bank
Michael E. Tucker Senior Vice President, Clerk and General Counsel of the 39,937** 30,000 9,937**
Company and the Bank
<FN>
- ---------
* =For purposes of this table, the number of shares owned prior to this
registration includes all shares which are allocated to the shareholder
under the Company's Employee Stock Ownership Plan, and those which would be
owned if all options granted under the Option Plans were exercised.
** = Less than one percent.
</FN>
</TABLE>
5
<PAGE>
PLAN OF DISTRIBUTION
The sales of the Shares by the Selling Shareholders may be effected, from
time to time, on the NMS or on any stock exchange on which the Shares may be
listed at the time of sale, in negotiated transactions, or through a combination
of such methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Shareholders may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Shareholders and/or the purchasers of Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with
the sale of the Shares hereunder might be deemed to be "Underwriters" within the
meaning of Section 2(11) of the Securities Act; any commissions received by them
and any profit realized on the resale of Shares as principals might be deemed to
be underwriting compensation under the Securities Act.
Any broker-dealer acquiring Shares from a Selling Shareholder may sell the
Shares either directly, in its normal market-making activities, through or to
other brokers on a principal or agency basis, or to its customers. Any such
sales may be at prices then prevailing on the NMS, at prices related to such
prevailing market prices, at negotiated prices, or at prices reflecting the
application of a combination of such methods.
The Company has advised the Selling Shareholders that anti-manipulative
Rules 10b-5, 10b-6 and 10b-7 promulgated under the Exchange Act may apply to
their sales in the market. The Company has furnished the Selling Shareholders
with copies of these rules, and has informed the Selling Shareholders of the
possible need for them to deliver copies of this Prospectus in connection with
their resales of the Shares. The Selling Shareholders may indemnify any broker-
dealer that participates in transactions involving sale of the Shares against
certain liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such broker-
dealers, and, if any such broker-dealer purchases shares as a principal, any
profits received on the resale of such Shares may be deemed to be underwriting
discounts and commissions under the Securities Act.
Upon the Company's being notified by any Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a cross or block trade, a supplemental prospectus will be filed
under Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such Shares were sold by the Selling Shareholder, the commissions paid or
discounts or concessions allowed by the Selling Shareholder to such broker-
dealer(s), and where applicable, that such broker-dealer(s), did not conduct any
investigation to verify the information set out in this Prospectus.
Any Shares which qualify for resale pursuant to Rule 144 promulgated under
the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell all or
even any of the Shares which may be offered by them or any of them hereunder.
INDEMNIFICATION
The By-laws of the Company provide for the indemnification of each
director, officer, employee and agent against all expenses and liabilities
reasonably incurred by or imposed on him in connection with any proceeding or
threatened proceeding in which he may become involved by reason of his being or
having been a director or officer, so long as such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. The By-laws of the Company further provide that (a) if
the Company is merged into or consolidated with another corporation and the
Company is not the surviving corporation, the surviving corporation shall assume
the indemnification obligations of the Company under the By-laws with respect to
any action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring at or prior to the date of such merger
or consolidation; (b) if the By-laws are invalidated on any ground by any court
of competent jurisdiction, the Company shall nevertheless indemnify and advance
expenses to each indemnitee as to any expenses (including reasonable attorneys'
fees), judgments, fines, liabilities, losses, and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Company, to the fullest extent permitted by any applicable portion of the
By-laws that have not been invalidated and to the fullest extent permitted by
applicable law; and (c) if the Massachusetts General Laws are amended after
adoption of the Company's By-
6
<PAGE>
laws to expand further the indemnification permitted to an indemnitee, the
Company shall indemnify all such persons to the fullest extent permitted by the
Massachusetts General Laws, as so amended.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC such indemnification, in the event of any such actual
liability under the Securities Act, is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Articles of the Company provide that its directors shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (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) for any unlawful distributions to stockholders
or loans to officers or directors, or (iv) for any transaction from which the
director derived an improper personal benefit.
EXPERTS
The consolidated financial statements of the Bank as of December 31, 1995
and 1994 and for the two years then ended have been audited by Price Waterhouse
LLP, independent accountants, and for the year ended December 31, 1993, have
been audited by Coopers & Lybrand L.L.P., independent accountants, as set forth
in their respective reports, which are included as exhibits to the Company's
Registration Statement on Form 8-A dated June 4, 1996. Such financial statements
are incorporated by reference in this Prospectus upon the authority of such
firms as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Sullivan & Worcester LLP, Boston, Massachusetts.
7
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to each Plan participant in
accordance with Rule 428(b)(1). In accordance with the Note to Part I of Form
S-8, such documents are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents (or parts thereof) filed with the Commission by the
Company are incorporated by reference in this Prospectus:
(a) The Company's Registration Statement on Form 8-A, dated June 4, 1996,
relating to the Common Stock.
(b) The Company's Current Report on Form 8-K, dated June 21, 1996.
(c) The Company's Quarterly Report on Form 10-Q, for the quarter ended June
30, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold, or deregistering all of the Shares that, at the time of
such post-effective amendment, remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated by reference herein which is deemed to be modified or superseded,
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Item 4. Description of Securities
Not applicable, as the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
The By-laws of the Company provide for the indemnification of each
director, officer, employee and agent against all expenses and liabilities
reasonably incurred by or imposed on him in connection with any proceeding or
threatened proceeding in which he may become involved by reason of his being or
having been a director or officer, so long as such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. The By-laws of the Company further provide that (a) if
the Company is merged into or consolidated with another corporation and the
Company is not the surviving corporation, the surviving corporation shall assume
the indemnification obligations of the Company under the By-laws with respect to
any action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring at or prior to the date of such merger
or consolidation; (b) if the By-laws are invalidated on any ground by any court
of competent jurisdiction, the Company shall nevertheless indemnify and advance
expenses to each indemnitee as to any expenses (including reasonable attorneys'
fees), judgments, fines, liabilities, losses, and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
II-1
<PAGE>
Company, to the fullest extent permitted by any applicable portion of the
By-laws that have not been invalidated and to the fullest extent permitted by
applicable law; and (c) if the Massachusetts General Laws are amended after
adoption of the Company's Bylaws to expand further the indemnification permitted
to an indemnitee, the Company shall indemnify all such persons to the fullest
extent permitted by the Massachusetts General Laws, as so amended.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to Directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC such indemnification, in the event of any such actual
liability under the Securities Act, is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Articles of the Company provide that its directors shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (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) for any unlawful distributions to stockholders
or loans to officers or directors, or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are furnished in connection with this Registration
Statement:
5 Opinion of Sullivan & Worcester LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Sullivan & Worcester LLP (contained in Exhibit 5)
24 Power of Attorney (included on signature pages)
Item 9. Undertakings
(1) 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 of 1933;
(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;
(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 (a)(i) and (a)(ii) shall 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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
II-2
<PAGE>
(b) 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
(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.
(2) The undersigned registrant hereby undertakes, that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 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.
(3) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
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 Springfield, Commonwealth of Massachusetts, on the
28th day of August, 1996.
SIS BANCORP, INC.
By:/s/ F. William Marshall, Jr.
F. William Marshall, Jr.,
President and Chief Executive Officer
The undersigned Officers and Directors of SIS Bancorp, Inc. hereby
severally constitute F. William Marshall, Jr., John F. Treanor and Michael E.
Tucker, and each of them, acting singly, our true and lawful attorneys to sign
for us and in our names in the capacities indicated below the Company's
Registration Statement on Form S-8 and any and all amendments and supplements
thereto, filed with the Securities and Exchange Commission, granting unto each
of said attorneys, acting singly, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming our signatures to said registration
statement signed by our said attorneys and all else that said attorneys may
lawfully do and cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
<S> <C> <C>
/s/ F. William Marshall, Jr. President, Chief Executive Officer and Director August 28, 1996
F. William Marshall, Jr.
/s/ John F. Treanor Treasurer, Chief Financial Officer and August 28, 1996
John F. Treanor principal accounting officer
/s/ Sister Mary Caritas Geary Director August 28, 1996
Sister Mary Caritas (Geary) S.P.
/s/ William B. Hart, Jr. Director August 28, 1996
William B. Hart, Jr.
/s/ Charles L. Johnson Director August 28, 1996
Charles L. Johnson
/s/ John M. Naughton Director August 28, 1996
John M. Naughton
/s/ Thomas O'Brien Director August 28, 1996
Thomas O'Brien
/s/ Stephen A. Shatz Director August 28, 1996
Stephen A. Shatz
</TABLE>
II-4
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
September 4, 1996
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
Re: Registration Statement on Form S-8 of 868,650 shares of Common
Stock, par value $.01 per share
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by SIS Bancorp, Inc., a Massachusetts corporation (the
"Company"), of 868,650 shares (the "Registered Shares") of its Common Stock, par
value $.01 per share ("Common Stock"), all of which Registered Shares are to be
offered by the Company, the following opinion is furnished to you to be filed
with the Securities and Exchange Commission (the "Commission") as Exhibit 5 to
the Company's registration statement on Form S-8 (the "Registration Statement")
under the Act. The Registered Shares are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Act in connection with options
granted under the Company's Director Stock Option Plan and Management Stock
Option Plan, as amended (the "Stock Option Plans") and the issuance of Common
Stock under the Company's Director Restricted Stock Plan and Management
Restricted Stock Plan (the "Restricted Stock Plans", and collectively with the
Stock Option Plans, the "Plans").
We assume that the number and issuance of shares of Common Stock or
options to be granted from time to time pursuant to the Plans have been or will
be authorized by proper action of the Board of Directors or a Committee thereof
of the Company or its predecessor and that the number, issuance and sale of the
Registered Shares to be issued directly or offered from time to time pursuant to
the exercise of such options will be determined in accordance with the
parameters described in the Plans, in accordance with the Company's Articles of
Incorporation, as amended (the "Articles"), and applicable Massachusetts law. We
further assume that prior to the issuance of any Registered Shares, there will
exist, under the Articles, the requisite number of authorized shares of Common
Stock for such issuance which are unissued and are not otherwise reserved for
issuance.
<PAGE>
SIS Bancorp, Inc.
September 4, 1996
Page 2
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Articles as presently in effect, corporate records, certificates and statements
of officers and accountants of the Company and of public officials, and such
other documents as we have considered necessary in order to furnish the opinion
hereinafter set forth.
This opinion is limited to the laws of The Commonwealth of
Massachusetts and we express no opinion with respect to the law of any other
jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, upon
the issuance by the Company of Registered Shares either directly or pursuant to
the exercise of options granted under either of the Plans and in each instance
upon delivery of certificates representing the Registered Shares in the manner
contemplated by the Plans and the authorization relating thereto by the Board or
Committee, the Registered Shares represented by such certificates will be duly
authorized, validly issued, fully paid and nonassessable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 24, 1996 appearing on page
A-28 of Springfield Institution for Savings' Annual Report on Form F-2 for the
year ended December 31, 1995 which is included as exhibit 99.3 of SIS Bancorp's
Registration Statement on Form 8-A dated June 4, 1996. We also consent to the
reference to us under the heading "Experts" in the Prospectus constituting part
of this Registration Statement.
/s/ Price Waterhouse LLP
Boston, Massachusetts
September 4, 1996
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
SIS Bancorp, Inc. On Form S-8 as filed September 5, 1996 of our report dated
January 21, 1994 on our audit of the financial statements of Springfield
Institution for Savings as of December 31, 1993 and for the year then ended. We
also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Springfield, Massachusetts
September 5, 1996
