PROSPECTUS
SIS BANCORP, INC.
146,400 Shares of Common Stock
PAR VALUE $0.01 PER SHARE
This Prospectus relates to 146,400 shares (the "Shares") of common
stock, par value $0.01 per share ("Common Stock"), of SIS Bancorp, Inc. (the
"Company"). Some or all of the Shares will be sold prior to the consummation of
the Company's pending acquisition (the "Acquisition") of Glastonbury Bank &
Trust Company, a Connecticut-chartered commercial bank located in Glastonbury,
Connecticut ("GBT"), which is the subject of a separate registration statement
on Form S-4 filed by the Company. It is anticipated that all of the Shares sold
will be sold at prices and on terms then available in brokers' transactions. The
exact number of Shares to be sold will be determined only after GBT's
stockholders have voted upon the Acquisition, and will depend upon the extent to
which GBT stockholders exercise dissenters' rights of appraisal. It is expected
that approximately 13,000 Shares will be sold, but if a sufficient number of GBT
stockholders exercise dissenters' rights, the number of Shares sold could be as
high as 146,400.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF THE COMPANY AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR
ANY OTHER GOVERNMENT AGENCY.
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Net Proceeds to
Price to Public Offering Expenses Company
Per Share (1)...... $33.25 $0.97 $419,640
Total (2)............ $33.25 $0.97 $419,640
(1) Represents only 13,000 shares being sold in the present transaction.
Additional shares may be sold subsequently at prices different than the
price at which the shares in the present transaction are being sold.
(2) Includes only shares offered in the present transaction and any shares
previously sold as part of this offering, as described in note (1).
Does not include the unsold balance of 133,400 shares covered by this
registration statement of which this prospectus forms a part.
The date of this Prospectus is December 1, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a registration statement on Form S-3
(together with all exhibits, schedules and amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Shares. This Prospectus, which is a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement. Statements in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference and the exhibits and schedules thereto. For further information
concerning the Company and the Shares, reference is made to the Registration
Statement. Copies of the Registration Statement may be obtained from the
Commission at its principal office in Washington, D.C. upon payment of the
prescribed fee.
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 and other information with the Commission.
The Registration Statement, the exhibits and schedules forming a part thereof
and the reports, proxy statements and other information filed by the Company
with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Chicago Regional Office, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511; and New York Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
reports, proxy materials and other information concerning the Company may be
inspected at the offices of the NASD, Inc. at 1735 K Street, N.W., Washington,
D.C. 20006. The Commission also maintains a World Wide Web site (located at
http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission
pursuant to the Exchange Act, are hereby incorporated in this Prospectus and
specifically made a part hereof by reference: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996; (ii) the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997; (iii) the Company's Current Report on Form 8-K,
dated August 18, 1997; and (iv) the Company's Registration Statement on Form 8-A
dated January 23, 1997. All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein (or in the
applicable Prospectus Supplement), or in any other subsequently filed document
that also is or is deemed to be incorporated herein by reference, 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
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the information that has been incorporated by reference in
this Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Requests for such copies should be made to the Company at its
principal executive offices, 1441 Main Street, Springfield, Massachusetts 01102,
Attention: Clerk, telephone (413) 748-8000.
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THE COMPANY
The Company is a Massachusetts corporation organized in 1996 for the
purpose of becoming the holding company of Springfield Institution for Savings
(the "Bank"), a wholly-owned subsidiary of the Company. As of June 30, 1997 the
Company had total assets of $1.4 billion, total deposits of $1.0 billion, net
loans of $645.9 million, and stockholders' equity of $103.2 million.
The Bank was established in 1827 as a state chartered, mutual savings
bank headquartered in Springfield, Massachusetts. The Bank converted from mutual
to stock form in 1995. The Company provides a wide variety of financial
services, including retail and commercial banking, residential mortgage
origination and servicing, commercial and industrial lending, commercial real
estate lending and consumer lending. Substantially all of the Company's
operations are conducted through the Bank. The Company services its primary
market of Hampden and Hampshire Counties through a network of 25 retail
branches.
The principal executive offices of the Company and the Bank are located
at 1441 Main Street, Springfield, Massachusetts 01102. The Company telephone
number is (413) 748-8000.
The Company and the Bank are subject to federal, state and local laws
applicable to state savings banks and bank holding companies and to the
regulations of the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation and the Massachusetts Division of Banks.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Shares will be
approximately $440,000, after deducting the estimated offering expenses, if the
anticipated number of Shares is sold. If a greater number Shares is sold, the
net proceeds to the Company will be proportionately greater. The Company intends
to use the net proceeds for working capital needs and general corporate
purposes.
PLAN OF DISTRIBUTION
Some or all of the Shares will be sold prior to the consummation of the
Acquisition, which, as discussed in a separate registration statement on Form
S-4 concerning the planned issuance of Common Stock in the Acquisition, is to be
accounted for as a pooling of interests. The Shares are being sold to reduce the
Company's treasury shares to a level that will qualify the Acquisition for
pooling treatment under applicable accounting rules. The exact number of Shares
to be sold will depend upon the extent to which GBT stockholders dissenting from
the Acquisition choose to assert appraisal rights-if appraisal rights are
asserted in respect of more shares, a greater number of Shares will be sold. If
no dissenters' rights are asserted, approximately 13,000 Shares will be sold,
but if sufficient GBT stockholders assert dissenters' rights, the number of
Shares sold could be as high as 146,400.
It is anticipated that all of the Shares sold will be sold at prices
and on terms then available in brokers' transactions. Dealers or brokers
participating in such transactions may act as agent for the Company, or may
purchase the Shares offered hereby from the Company as principal and resell such
Shares from time to time in or through transactions or distributions at market
prices prevailing at the time of sale. The dealers or brokers who participate in
the sale or distribution of such Shares may be deemed to be "underwriters" as
defined in the Securities Act. Any distributors' or sellers' commissions paid or
allowed to any such participating dealers or brokers, and, if any such dealers
or brokers purchase shares as principal, any distributors' or sellers'
commissions or profits received on the resale of such Shares, may be deemed to
be discounts and commissions under the Securities Act. All costs, expenses and
fees incurred in connection with the registration of the Shares are being borne
by the Company.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
Common Stock
General. As of October 10, 1997, the capital stock of the Company
consisted of 25,000,000 authorized shares, par value of $.01 per share,
20,000,000 of which are shares of Common Stock, of which 5,580,842 were issued
and outstanding (exclusive of treasury shares), and 5,000,000 of which are
shares of preferred stock (the "Preferred Stock"), none of which are
outstanding. The Common Stock is traded on the Nasdaq National Market under the
trading symbol "SISB."
Shares of the Common Stock may be issued from time to time, in such
amount and proportions and for such consideration as may be fixed by the Board
of Directors of the Company. No holder of the Common Stock has any preemptive or
preferential rights to purchase or to subscribe for any shares of capital stock
or other securities which may be issued by the Company. The Common Stock has no
redemption or sinking fund provisions applicable thereto and has no conversion
rights.
The outstanding shares of the Common Stock are fully paid and
nonassessable.
Liquidation. In the event of any liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary, the holders of the Common
Stock are entitled to receive, on a share-for-share basis, any assets or funds
of the Company which are distributable to the holders of the Common Stock upon
such events, subject to the prior rights of creditors of the Company and the
holders of outstanding shares of the Preferred Stock, if any.
Voting. The holders of the Common Stock are entitled to one vote for
each share in all matters voted upon by the stockholders of the Company. The
shares of the Common Stock have noncumulative voting rights; consequently, the
holders of a majority in interest of the Common Stock can conceivably elect all
of the directors of the Company and, in such event, the holders of the remaining
shares voting for election of directors would not be able to elect any person or
persons to the Board of Directors of the Company.
Dividends. When and if dividends, payable as cash, stock or other
property, are declared by the Board of Directors of the Company out of funds
legally available therefor, the holders of the Common Stock are entitled to
share equally, share for share, in such dividends. The payment of dividends on
the Common Stock may be subject to applicable bank regulatory approval.
Preferred Share Purchase Rights. On January 22, 1997, the Company's
Board of Directors authorized the issuance of one Preferred Share Purchase Right
(a "Right") for each outstanding share of the Common Stock pursuant to a Rights
Agreement, dated as of January 22, 1997, between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agreement"). The
issuance was made to stockholders of record as of the close of business on
February 3, 1997. Holders of the Common Stock issued subsequent to that date
automatically receive the Rights with their shares. Each Right entitles the
holder thereof to purchase under certain circumstances one one-hundredth of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share, or, in certain circumstances, to receive cash, property, shares of the
Common Stock or other securities of the Company at a purchase price of $100.00
per one-hundredth of a preferred share (the "Purchase Price").
The Rights automatically attach to all certificates representing shares
of the Common Stock and no separate Rights certificates have been distributed.
The Rights would separate from the shares of the Common Stock and a
"Distribution Date" would occur upon the earlier of (i) 10 business days (or
such later date as the Company's Board of Directors may determine before a
Distribution Date occurs) following a public announcement by the Company that a
person or group of affiliated or associated persons, with certain exceptions (an
"Acquiring Person"), has acquired, or has obtained the right to acquire,
beneficial ownership of 10% or more of the outstanding shares of the Common
Stock (the date of such announcement being the "Stock Acquisition Date") or (ii)
10 business days
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<PAGE>
(or such later date as the Company's Board of Directors may determine before a
Distribution Date occurs) following the commencement of a tender offer or
exchange offer that would result in a person becoming an Acquiring Person.
Until a Distribution Date occurs, the Rights are evidenced by the
certificates for shares of the Common Stock and are transferred with and only
with such Common Stock certificates, and the surrender for transfer of any such
certificates also constitutes the transfer of the Rights associated with the
shares represented by such certificates. As soon as practicable after a
Distribution Date, Rights certificates would be mailed to holders of record of
shares of the Common Stock as of the close of business on the Distribution Date
and, from and after the Distribution Date, separate Rights Certificates alone
would represent the Rights.
The Rights are not exercisable until a Distribution Date and will
expire at the close of business on January 22, 2007, unless earlier redeemed or
exchanged by the Company as described below.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding shares
of the Common Stock at a price and on terms which a majority of the Company's
Outside Directors (as defined in the Rights Agreement) determines to be fair to
and otherwise in the best interests of the Company and its shareholders (a "fair
offer")), each holder of a Right thereafter has the right to receive, upon
exercise of such Right, shares of the Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
Current Market Price (as defined in the Rights Agreement) equal to two times the
exercise price of the Right. Notwithstanding the foregoing, following the
occurrence of any Flip-In Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or by certain related parties) become null and void in the
circumstances set forth in the Right Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as described below.
In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Company shall take part in a merger or other
business combination transaction (other than certain mergers that follow a fair
offer) and the Company shall not be the surviving entity or (ii) the Company
shall take part in a merger or other business combination transaction in which
the shares of the Common Stock are changed or exchanged (other than certain
mergers that follow a fair offer) or (iii) 50% or more of the Company's assets
or earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided, as described above) thereafter has the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company having a Current Market Price equal to two times the exercise price of
the Right.
The Purchase Price payable and the number of shares of Series A Junior
Participating Preferred Stock (or the amount of cash, property or other
securities) issuable upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a share dividend on, or a
subdivision, combination or reclassification of, the shares of Series A Junior
Participating Preferred Stock, (ii) if holders of the shares of Series A Junior
Participating Preferred Stock are granted certain rights or warrants to
subscribe for shares of Series A Junior Participating Preferred Stock or
convertible securities at less than the Current Market Price of the Series A
Junior Participating Preferred Stock or (iii) upon the distribution to holders
of shares of the Series A Junior Participating Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
At any time until 10 business days following a Stock Acquisition Date,
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right, payable, at the option of the Company, in cash, shares of the Common
Stock or other consideration as the Company's Board of Directors may determine.
Immediately upon the effectiveness of the action of the Company's Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the $.01 per Right
redemption price.
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The terms of the Rights, other than key financial terms and the date on
which the Rights expire, may be amended by the Company's Board of Directors
prior to a Distribution Date. Thereafter, the provisions of the Rights Agreement
may be amended by the Board of Directors only in order to cure any ambiguity,
defect or inconsistency, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring Person
and certain other related parties) or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement as
included as Exhibit 4.1 to the Company's Registration Statement on Form 8-A
dated January 23, 1997.
Preferred Stock
Under the Company's Articles of Organization, the Company's Board of
Directors is authorized, without further stockholder action, to provide for the
issuance of Preferred Stock in one or more series, with such designations or
titles, dividend rates, special or relative rights in the event of liquidation,
distribution or sale of assets or dissolution or winding up of the Company,
sinking fund provisions, redemption or purchase account provisions, conversion
provisions, and voting rights as shall be set forth as and when established by
the Company's Board of Directors.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon
for the Company by Sullivan & Worcester LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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<PAGE>
No dealer, sales person or other individual has been authorized to give
any information or make any representations not contained in the Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations 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 registered
securities to which it relates in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or solicitation. Neither the delivery of
this Prospectus or any sale made hereunder shall, under any circumstances,
create an implication that there has not been any change in the facts set forth
in this Prospectus or in the affairs of the Company since the date hereof.
TABLE OF CONTENTS
Page
Available Information........................... 2
Incorporation of Certain Documents
by Reference............................... 2
The Company .................................... 3
Use of Proceeds................................. 3
Plan of Distribution............................ 3
Description of Capital Stock ................... 4
Legal Matters................................... 6
Experts......................................... 6
SIS
BANCORP,
INC.
146,400 Shares of Common Stock
(par value $0.01 per share)
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PROSPECTUS
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December 1, 1997
