As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 333-52889
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEACOAST FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Massachusetts 6712 04-1659040
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer identification number)
incorporation or organization) Classification Code Number)
</TABLE>
791 Purchase Street
New Bedford, Massachusetts 02740
(508) 984-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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KEVIN G. CHAMPAGNE
President and Chief Executive Officer
SEACOAST FINANCIAL SERVICES CORPORATION
791 Purchase Street, New Bedford, Massachusetts 02740 (508) 984-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Peter W. Coogan, Esq.
Carol Hempfling Pratt, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
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, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [X]
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 the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 to Form S-1 filing is to correct
the date on Exhibit 23.4.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Seacoast Financial
Services Corporation has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
Bedford, The Commonwealth of Massachusetts, on September 18, 1998.
SEACOAST FINANCIAL SERVICES CORPORATION
By: /s/ Kevin G. Champagne
------------------------------------
Kevin G. Champagne
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on September 18, 1998.
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<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Kevin G. Champagne
- ------------------------------------------ President, Chief Executive Officer
Kevin G. Champagne and Trustee (Principal Executive
Officer)
* Vice President and Treasurer (Principal
- ------------------------------------------ Financial and Accounting Officer)
Francis S. Mascianica, Jr.
*
- ------------------------------------------ Trustee
Manuel G. Camacho
*
- ------------------------------------------ Trustee
David P. Cameron
*
- ------------------------------------------ Trustee
Howard C. Dyer, Jr.
*
- ------------------------------------------ Trustee
Glen F. Johnson
*
- ------------------------------------------ Trustee
John D. Kelleher
*
- ------------------------------------------ Trustee
Thornton P. Klaren, Jr.
II-5
<PAGE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*
- ------------------------------------------ Trustee
J. Louis LeBlanc
*
- ------------------------------------------ Trustee
Terence G. Lewis
- ------------------------------------------ Trustee
A. William Munro
- ------------------------------------------ Trustee
Carl Ribeiro
*
- ------------------------------------------ Trustee
Arthur W. Short
*
- ------------------------------------------ Trustee
Joseph H. Silverstein
- ------------------------------------------ Trustee
Gerald H. Silvia
- ------------------------------------------ Trustee
William N. Whalen
* By: /s/ Kevin G. Champagne
-------------------------------------
Kevin G. Champagne
Attorney-in-fact
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II-6
Exhibit 23.4
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement to be
filed on Form S-1 of Seacoast Financial Services Corporation of our report dated
January 26, 1998, except as to Note 17, which is as of March 23, 1998, relating
to the consolidated balance sheets of Sandwich Bancorp, Inc. and subsidiaries 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, which report appears in the
December 31, 1997 annual report on Form 10-K of Sandwich Bancorp, Inc. We also
consent to the reference to our firm under the heading "Experts" in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
September 10, 1998
