Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Seacoast Financial Services Corporation
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(Exact name of issuer as specified in its charter)
Massachusetts 04-1659040
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
791 Purchase Street, New Bedford, Massachusetts 02740
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(Address of principal executive offices) (Zip Code)
Savings Banks Employees Retirement Association 401(k) Plan
as adopted by Compass Bank
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(Full title of the plan)
Kevin G. Champagne
President and Chief Executive Officer
Seacoast Financial Services Corporation
791 Purchase Street
New Bedford, Massachusetts 02740
(508) 984-6000
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Carol Hempfling Pratt, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock 200,000
(par value $.10) shares (1) $10.00 $2,000,000 $556.00
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(1) Represents an estimate of such presently undeterminable number of
shares as may be purchased with employee contributions pursuant to the Savings
Banks Employees Retirement Association 401(k) Plan as adopted by Compass Bank
(the "Plan"). In addition, pursuant to Rule 416(c) under the Securities Act of
1933, as amended ("Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Plan.
Pursuant to Rule 457(h)(2), no separate fee is required for the participation
interests.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee and is
equal to the average of the high and low sale prices of the Company's common
stock reported on the Nasdaq National Market System on March 4, 1999.
This Registration Statement shall become effective automatically upon the date
of filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R.
Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference in this
Registration Statement.
1. Annual Report on Form 10-K of Seacoast Financial Services Corporation
(the "Company") for the fiscal year ended October 31, 1998, filed with the
Securities and Exchange Commission (the "Commission") on January 29, 1999.
2. Company's Current Report on Form 8-K filed with the Commission on
December 17, 1998 and amended on February 9, 1999.
3. Company's Current Report on Form 8-K filed with the Commission on
February 9, 1999.
4. The description of the Company's Common Stock contained in the Company's
Form 8-A filed with the Commission on November 18, 1998 including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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 Registration Statement.
Item 4. Description of Securities.
Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws (the "MGL")
authorizes a corporation to indemnify its directors, officers, employees and
other agents unless such person shall have been adjudicated in any proceeding
not to have acted in good faith in the reasonable belief that such action was in
the best interests of the corporation or, to the extent such matter related to
service
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with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan. The Articles of
Organization of the Company provide that each Director of the Company and each
officer appointed or elected by the Board of Directors of the Company shall be
indemnified by the Company to the extent permitted by law against any expenses
incurred by such person in connection with any proceeding in which he or she is
involved as a result of (i) his or her serving or having served as a Director,
officer or employee of the Company, (ii) his or her serving or having served as
a Director, officer or employee of any of the Company's wholly owned
subsidiaries or (iii) his or her serving or having served in any capacity with
respect to any other corporation, organization, partnership, joint venture,
trust, employee benefit plan or other entity at the request or direction of the
Company. The Board of Directors may, in its discretion, indemnify non-officer
employees of the Company. In accordance with Massachusetts law, the Articles
also provide that no indemnification shall be provided with respect to a matter
as to which the indemnitee shall have been determined by final judicial decision
from which there is no further right to appeal that the indemnitee is not
entitled to be indemnified for such expenses.
The Articles of Organization also provide that no Director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a Director notwithstanding any provision
of law imposing such liability. However, in conformity with Section 13(b)
(1-1/2) of Chapter 156B of the MGL, a Director shall be liable (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) under Sections 61 or 62 of
Chapter 156B of the MGL or (iv) with respect to any transaction from which the
Director derived an improper personal benefit.
The effect of these provisions would be to permit indemnification by the
Company for liabilities arising out of the Securities Act.
Section 67 of Chapter 156B of the MGL also affords a Massachusetts
corporation the power to obtain insurance on behalf of its directors and
officers against liabilities incurred by them in those capacities. The Company
has procured a directors and officers liability and company reimbursement
liability insurance policy that (i) insures directors and officers of the
Company against losses (above a deductible amount) arising from certain claims
made against them by reason of certain acts or omissions of such directors or
officers in their capacity as directors or officers and (ii) insures the Company
against losses (above a deductible amount) arising from any such claims, but
only if the Company is required or permitted to indemnify such directors or
officers for such losses under statutory or common law or under provisions of
the Company's Articles of Organization or By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Common Stock Certificate of Seacoast Financial Services Corporation,
incorporated by reference from the Registrant's Registration Statement on
Form S-1, Registration No. 333-52889, as initially filed with the
Commission on May 15, 1998, and subsequently amended.
23.1 Consent of Arthur Andersen LLP
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24.1 Power of Attorney (contained on the signature page)
The Registrant has submitted or hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify, or
continue the qualification of, the Plan.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the 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.
2. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs 2(a)(i) and 2(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
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(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 the Act and will be governed by the final adjudication of
such issue.
* * *
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SIGNATURES
The Registrant. 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 New Bedford, Massachusetts, on February 25, 1999.
SEACOAST FINANCIAL SERVICES CORPORATION
By: /s/ Kevin G. Champagne
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Kevin G. Champagne
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Kevin G. Champagne and Francis S. Mascianica, Jr.
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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<S> <C> <C>
/s/ KEVIN G. CHAMPAGNE President, Chief Executive Officer February 25, 1999
- -------------------------------- and Director (Principal Executive Officer)
Kevin G. Champagne
/s/ FRANCIS S. MASCIANICA, JR. Vice President and Treasurer (Principal February 25, 1999
- -------------------------------- Financial and Accounting Officer)
Francis S. Mascianica, Jr.
- -------------------------------- Director February __, 1999
Manuel G. Camacho
/s/ DAVID P. CAMERON February 25, 1999
- -------------------------------- Director
David P. Cameron
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Signature Title Date
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/s/ HOWARD C. DYER, JR.
- -------------------------------- Director February 25, 1999
Howard C. Dyer, Jr.
/s/ MARY F. HEBDITCH
- -------------------------------- Director February 25, 1999
Mary F. Hebditch
- -------------------------------- Director February ___, 1999
Glen F. Johnson
/s/ THORNTON P. KLAREN, JR.
- -------------------------------- Director February 25, 1999
Thornton P. Klaren, Jr.
/s/ J. LOUIS LEBLANC
- -------------------------------- Director February 25, 1999
J. Louis LeBlanc
/s/ FREDERIC D. LEGATE
- -------------------------------- Director February 25, 1999
Frederic D. Legate
/s/ REALE J. LEMIEUX
- -------------------------------- Director February 25, 1999
Reale J. Lemieux
/s/ A. WILLIAM MUNRO
- -------------------------------- Director February 25, 1999
A. William Munro
/s/ CARL RIBEIRO
- -------------------------------- Director February 25, 1999
Carl Ribeiro
/s/ JOSEPH H. SILVERSTEIN
- -------------------------------- Director February 25, 1999
Joseph H. Silverstein
/s/ GERALD H. SILVIA
- -------------------------------- Director February 25, 1999
Gerald H. Silvia
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Woburn, Massachusetts, on March 8, 1999.
SAVINGS BANKS EMPLOYEES RETIREMENT
ASSOCIATION 401(K) PLAN AS ADOPTED BY
COMPASS BANK
By: /s/ Thomas Forese, Jr.
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Plan Administrator
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EXHIBIT INDEX
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4.1 Common Stock Certificate of Seacoast Financial Services Corporation,
incorporated by reference from the Registrant's Registration Statement on
Form S-1, Registration No. 333-52889, as initially filed with the
Commission on May 15, 1998, and subsequently amended.
23.1 Consent of Arthur Andersen LLP
24.1 Power of Attorney (contained on the signature page)
Exhibit 23.1
[ARTHUR ANDERSEN LLP letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 10, 1998
included in Seacoast Financial Services Corporation's Form 10-K for the year
ended October 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
March 3, 1999
