As filed with the Securities and Exchange Commission on May 8, 1998
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. Stock Option Plan
(as amended and restated as of March 1, 1998)
(Full Title of the Plan)
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:
STEPHEN J. COUKOS, 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 340,000 (1) $42.50 (2) $14,450,000.00 (2) $4,262.75
<FN>
(1) Represents the additional number of shares of Common Stock authorized under the Stock Option Plan, as amended and restated. A
total number of 806,250 additional shares authorized under the Stock Option Plan were previously registered pursuant to Form S-8
Registration Statement No. 333-11443. See also "Explanatory Note" below. 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 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 May 5, 1998.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E
of Form S-8. A Form S-8 Registration Statement, No. 333-11443, was previously
filed on September 5, 1996 to register a total of 868,650 shares of the common
stock, par value $0.01 per share (the "Common Stock"), of SIS Bancorp, Inc. (the
"Company"), of which 806,250 shares were authorized for issuance pursuant to
options granted or to be granted under the Company's Director and Management
Stock Option Plans (the "Prior Plans"). On February 18, 1998, the Company's
Board of Directors approved the Company's Stock Option Plan, as amended and
restated (the "Current Plan"), which, among other changes to the Prior Plans,
consolidated the Prior Plans into the Current Plan and increased the total
number of shares of Common Stock previously authorized under the Prior Plans by
340,000 shares. The Current Plan was approved by the Company's stockholders on
May 7, 1998. A total of 1,146,250 shares of Common Stock are authorized for
issuance pursuant to options that may be granted under the Current Plan, which
includes all options previously granted under the Prior Plans.
This Registration Statement, in accordance with General Instruction E
of Form S-8, incorporates by reference the contents of the prior Form S-8
Registration Statement, No. 333-11443, referenced above. This Registration
Statement also 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 the Common Stock that may be
either issued directly to certain directors and/or executive officers under the
Company's Director and Management Restricted Stock Plans or issued to certain
directors and/or executive officers pursuant to their exercise of options
granted under the Current Plan, including options granted under the Prior Plans.
<PAGE>
Prospectus
618,600 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 618,600 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock"), of the Company, which
either have been acquired by certain directors and executives of the Company
under the SIS Bancorp, Inc. Director and Management Restricted Stock Plans or
may be acquired pursuant to the exercise of options (the "Options") granted to
certain directors and executives of the Company under the SIS Bancorp, Inc.
Stock Option Plan, as amended and restated as of March 1, 1998 (the "Option
Plan"), which includes Options granted under the Company's prior Director and
Management Stock Option 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 May 5, 1998, the closing
price of the Common Stock on the NMS was $42.625 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 May 8, 1998.
<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 Annual Report on Form 10-K, for the year ended
December 31, 1997.
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 Massachusetts corporation formed in 1996 and serves as
the bank holding company for Springfield Institution for Savings ("SIS Bank")
and Glastonbury Bank & Trust Company ("GBT"). The Company was formed for the
purpose of reorganizing SIS Bank into a holding company structure (the
"Reorganization"). Upon the effectiveness of the Reorganization, SIS Bank became
the wholly owned subsidiary of the Company and SIS Bank's former stockholders
became stockholders of the Company. The Company acquired GBT on December 17,
1997. The only office of the Company, and its principal place of business, is
located at the main office of SIS Bank at 1441 Main Street, Springfield,
Massachusetts 01102 and its telephone number is (413) 748-8000.
Established in 1827, SIS Bank is a Massachusetts chartered savings bank
headquartered in Springfield, Massachusetts. GBT, with its headquarters located
in Glastonbury, Connecticut, is a Connecticut chartered commercial bank founded
in 1919. Substantially all of the Company's operations are conducted through its
subsidiary banks.
The Company provides a wide variety of financial services through both
SIS Bank and GBT (the "Banks"), including retail and commercial banking,
residential mortgage origination and servicing, commercial and consumer lending,
merchant processing and insurance sales. The Banks serve the consumers and
businesses located in western Massachusetts and central Connecticut through a
network of 34 full service branches.
The Company's revenues are derived principally from dividend payments
received from the Banks, which in turn derive their revenues principally from
interest payments on their loan portfolios and mortgage-backed and other
investment securities. The Banks' primary sources of funds are deposits,
borrowings and principal and interest payments on loans and mortgage backed
securities.
Property
The Company neither owns nor leases any real or personal property
directly. Of the 33 full service branch offices operated by the Banks, 14 are
owned and 19 are leased.
Competition
Vigorous competition exists in all areas in which the Company, through
the operations of the Banks, engages in business. The Company faces intense
competition in its market areas from major banking and financial institutions,
including many which have substantially greater resources or market presence
than the Company. Competitors of the Company include commercial banks, savings
banks, mutual funds, insurance companies, finance companies, credit unions and
mortgage companies.
Employees
At the present time, the Company does not employ any persons other than
through the Banks. As of December 31, 1997, the Banks employed 622 persons
(full-time equivalent).
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
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.
4
<PAGE>
<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>
Frank W. Barrett Executive Vice President, Credit and Commercial 98,600(1.42%) 71,500 27,100**
Lending Group, of the Company and SIS Bank
Ronald E. Bourbeau Director of the Company since 1997; Chairman 139,069(2.00%) 6,000 133,069 (1.91%)
of the Board of Directors of GBT
Sister Mary Caritas (Geary) S.P. Director of the Company and SIS Bank 11,675** 7,600 4,075**
Ting Chang Vice President, Investor Relations and 33,813** 27,000 6,813**
Corporate Planning, of the Company and SIS Bank
Gilbert F. Ehmke Senior Vice President and Chief Investment 45,416** 38,100 7,316**
Officer of the Company and SIS Bank
William B. Hart, Jr. Director of the Company and SIS Bank 12,400** 7,600 4,800**
Patricia Train Jatkevicius Vice President, Marketing, or the Company and 8,683** 8,000 683**
SIS Bank
Charles L. Johnson Director of the Company and SIS Bank 14,800** 7,600 7,200**
Laura Sotir Katz Vice President and Controller of the Company 16,728** 12,500 4,228**
and SIS Bank
F. William Marshall, Jr. President, Chief Executive Officer and Director 195,359(2.81%) 146,300 49,059**
of the Company and SIS Bank
Henry J. McWhinnie Senior Vice President, Human Resources Group, 50,377** 35,400 14,977**
of the Company and SIS Bank
John M. Naughton Director of the Company and SIS Bank 29,000** 12,000 17,000**
Thomas O'Brien Director of the Company and SIS Bank 14,413** 7,600 6,813**
Jeanne Rinaldo Senior Vice President, Residential Mortgage 47,189** 36,000 11,189**
Group, of the Company and SIS Bank
Brian Schwartz Vice President and Director of Internal 12,640** 11,000 1,640**
Auditing of the Company and SIS Bank
Stephen A. Shatz Director of the Company and SIS Bank 25,750** 7,600 18,150**
Christopher A. Sinton Senior Vice President, Retail Banking Group, 48,427** 37,500 10,927**
of the Company and SIS Bank
J. Gilbert Soucie Vice Chairman of the Company since 1997; 77,189(1.11%) 31,000 46,189**
President and Chief Executive Officer of GBT
John F. Treanor Executive Vice President, Treasurer and Chief 95,151(1.37%) 73,500 21,651**
Financial Officer of the Company and SIS Bank
and, since 1998, Chief Operating Officer of
the Company and SIS Bank
Michael E. Tucker Senior Vice President, Clerk and General 44,429** 34,800 9,629**
Counsel of the Company and SIS Bank
- ---------
<FN>
* = For purposes of this table, the number of shares owned prior to this registration includes all shares, rounded down to the
nearest whole share, 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 Plan 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,
6
<PAGE>
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- 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 balance sheets of the Company as of December 31, 1997
and 1996 and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997 included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997 have been audited by Price Waterhouse
LLP, independent accountants, as set forth in their report contained therein.
Such financial statements are incorporated by reference in this Prospectus upon
the authority of such firm 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>
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
23.3 Consent of Sullivan & Worcester LLP (contained in Exhibit 5)
24 Power of Attorney (included on signature pages)
II-1
<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
7th day of May, 1998.
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 May 7, 1998
F. William Marshall, Jr. Officer and Director
/s/ John F. Treanor Treasurer, Chief Financial May 7, 1998
John F. Treanor Officer and Chief Operating
Officer (principal accounting
officer)
/s/ Ronald E. Bourbeau Director May 7, 1998
Ronald E. Bourbeau
/s/ Sister Mary Caritas (Geary) S.P. Director May 7, 1998
Sister Mary Caritas (Geary) S.P.
/s/ William B. Hart, Jr. Director May 7, 1998
William B. Hart, Jr.
II-2
<PAGE>
/s/ Charles L. Johnson Director May 7, 1998
Charles L. Johnson
/s/ John M. Naughton Director May 7, 1998
John M. Naughton
/s/ Thomas O'Brien Director May 7, 1998
Thomas O'Brien
/s/ Stephen A. Shatz Director May 7, 1998
Stephen A. Shatz
</TABLE>
II-3
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
May 8, 1998
SIS Bancorp, Inc.
1441 Main Street
Springfield, Massachusetts 01102
Re: Registration Statement on Form S-8 of 340,000 shares of Common
Stock, par value $0.01 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 340,000 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 Stock Option Plan, as amended and restated (the
"Plan").
We assume that the number and issuance of options to be granted from
time to time pursuant to the Plan have been or will be authorized by proper
action of the Company's Board of Directors or the proper committee thereof and
that the number, issuance and sale of the Registered Shares to be offered from
time to time pursuant to the exercise of such options will be determined in
accordance with the parameters described in the Plan, in accordance with the
Company's Articles of Organization, 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.
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.
<PAGE>
SIS Bancorp, Inc.
May 8, 1998
Page 2
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 pursuant to the exercise of
options granted under the Plan and upon delivery of certificates representing
such Registered Shares in the manner contemplated by the Plan and the
authorization relating thereto by the Company's Board of Directors or the proper
committee thereof, 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
EXHIBIT 23.1
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 22, 1998 appearing on page 76
of SIS Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1997. We also consent to the reference to us under the headings "Experts."
/s/ Price Waterhouse LLP
Boston, Massachusetts
May 8, 1998
