Registration No. 333-35545
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIS BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-3303264
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OF INCORPORATION OR ORGANIZATION)
1441 MAIN STREET, SPRINGFIELD, MASSACHUSETTS 01102
(413) 748-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
F. WILLIAM MARSHALL, JR.
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
(413) 748-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
STEPHEN J. COUKOS, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC: Prior to the consummation of the transaction
described in the Prospectus included herein.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. / /
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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED OCTOBER 24, 1997
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.
----------------------
Net Proceeds to
Price to Public Offering Expenses Company
Per Share ......... $ $ $
Total ............. $ $ $
The date of this Prospectus is October __, 1997.
<PAGE>
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 and June
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.
2
<PAGE>
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.
3
<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 (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.
4
<PAGE>
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.
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.
5
<PAGE>
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.
6
<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.
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TABLE OF CONTENTS
Page
Available Information........................... 2
Incorporation of Certain Documents
by Reference............................... 2
The Company .................................... 2
Use of Proceeds................................. 3
Plan of Distribution............................ 3
Description of Capital Stock ................... 3
Legal Matters................................... 6
Experts......................................... 6
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SIS
BANCORP,
INC.
146,400 Shares of Common Stock
(par value $0.01 per share)
---------------------
PROSPECTUS
---------------------
October __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the issuance and distribution of the Shares
registered hereby.
Registration Fee Under Securities Act $ 1,471.21
Blue Sky Fees and Expenses --
Legal Fees 10,000.00
Accounting Fees 1,000.00
Printing and Engraving 100.00
Miscellaneous Fees --
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Total $ 12,571.21
=============
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 67 of Chapter 156B of the Massachusetts General Laws, the
Massachusetts Business Corporation Law (the "MBCL") provides, in effect, that a
corporation may indemnify any person made a party to any action by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
against, in the case of a nonderivative action, judgments, fines, amounts paid
in settlement and reasonable expenses (including attorney's fees) incurred by
him as a result of such action, and in the case of a derivative action, against
expenses (including attorney's fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. This indemnification does not apply, in a
derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the corporation, unless upon court order
it is determined that, despite such adjudication of liability, but in view of
all the circumstances of the case, he is fairly and reasonable entitled to
indemnity for expenses, and, in a nonderivative action, to any criminal
proceeding in which such person had reasonable cause to believe his conduct was
unlawful.
Article 7 of the Company's Bylaws provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 67 of the MBCL.
Section 6.8 of Article 6 of the Company's Articles of Organization
states that no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent that exculpation from liability is not permitted under the
MBCL as in effect when such breach occurred.
ITEM 16. EXHIBITS.
5 - Opinion of Sullivan & Worcester
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of Sullivan & Worcester (included in Exhibit 5)
24 - Power of Attorney (included at page II-4)
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ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for the 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 Section 15(d) of
II-1
<PAGE>
the Securities Exchange of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise (other than insurance), the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such 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 such Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Springfield, Commonwealth
of Massachusetts, on October 24, 1997.
SIS BANCORP, INC.
By:/s/F. William Marshall, Jr.
F. William Marshall, Jr., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement on Form S-3 relating to the Common
Stock of SIS Bancorp, Inc. has been signed below by the following
persons in the capacities and on the dates indicated .
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/F. William Marshall, Jr. President, Director and Chief October 24, 1997
F. William Marshall, Jr. Executive Officer
/s/John F. Treanor* Executive Vice President, October 24, 1997
John F. Treanor Treasurer and Chief Financial
Officer
/s/Laura Sotir Katz* Vice President and Controller October 24, 1997
Laura Sotir Katz (Chief Accounting Officer)
/s/John M. Naughton* Director and Chairman of October 24, 1997
John M. Naughton the Board
/s/Sister Mary Caritas-Geary, S.P.* Director October 24, 1997
Sister Mary Caritas-Geary, S.P.
/s/William B. Hart, Jr.* Director October 24, 1997
William B. Hart, Jr.
/s/Charles L. Johnson* Director October 24, 1997
Charles L. Johnson
/s/Thomas O'Brien* Director October 24, 1997
Thomas O'Brien
/s/Stephen A. Shatz* Director October 24, 1997
Stephen A. Shatz
*By:/s/F. William Marshall, Jr. Director October 24, 1997
F. William Marshall, Jr.,
Attorney-in-Fact
</TABLE>
EXHIBIT 5
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
October 24, 1997
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
Re: Registration Statement on Form S-3
146,400 shares of Common Stock, par value $.01 per share
Gentlemen:
The following opinion is furnished to you in connection with the
registration by SIS Bancorp, Inc., a Delaware corporation (the "Company"),
pursuant to a registration statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), of 146,400 shares (the
"Shares") of Common Stock, par value $.01 par value (the "Common Stock"). Some
or all of the Shares may be offered by the Company in connection with the
Agreement and Plan of Reorganization dated as of August 18, 1997 between the
Company and Glastonbury Bank & Trust Company and the transactions contemplated
thereby, which is the subject of a separate Registration Statement on Form S-4
filed this date with the Securities and Exchange Commission.
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
Certificate of Incorporation of the Company 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. We express no
opinion herein as to any laws other than the General Corporation Law of the
State of Delaware.
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SIS Bancorp, Inc.
October 24, 1997
Page 2
Based on and subject to the foregoing, we are of the opinion that: (a)
the Shares have been duly and validly authorized by the Company; and (b) all
necessary action on the part of the Company in connection with the issuance of
said Shares has been taken and, upon issuance of the Shares in accordance with
the terms of the Prospectus contained in the Registration Statement, said Shares
will be 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 made therein under the
caption "Legal Matters." 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 Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 23, 1997 appearing on page 67 of SIS Bancorp Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1996. We also consent to the
references to us under the heading "Experts" in such Prospectus.
/s/Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
October 24, 1997
