<PAGE>
As filed with the Securities and Exchange Commission on April 23, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WORONOCO BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 04-3444269
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number Identification No.)
31 COURT STREET
WESTFIELD, MA 01086
(413) 568-9141
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
WORONOCO SAVINGS BANK
401(K) SAVINGS PLAN IN SBERA TRUST
(Full Title of the Plan)
CORNELIUS D. MAHONEY COPIES TO:
PRESIDENT, CHIEF EXECUTIVE OFFICER, DOUGLAS P. FAUCETTE, ESQUIRE
AND CHAIRMAN OF THE BOARD KENT M. KRUDYS, ESQUIRE
WORONOCO BANCORP, INC. MULDOON, MURPHY & FAUCETTE LLP
31 COURT STREET 5101 WISCONSIN AVENUE, N.W.
WESTFIELD, MA 01086 WASHINGTON, D.C. 20016
(413) 568-9141 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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 /
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<TABLE>
<CAPTION>
==================================================================================================================================
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered (1) Price Per Share Offering Price(2) Fee
==================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 72,647
$.01 par Value Shares $9.00 (3) $653,823 $182
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Participation
Interests (4) (5)
==================================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved
for issuance pursuant to the Woronoco Savings Bank 401(k) Savings Plan in SBERA Trust (the "Plan") as the result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock of Woronoco Bancorp, Inc. pursuant to 17
C.F.R. ss.230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of Woronoco Bancorp, Inc. (the "Common Stock") as reported on the American Stock
Exchange ("AMEX") on April 16, 1999 in accordance with 17 C.F.R. ss.230.457(c).
(4) In addition, pursuant to 17 C.F.R. ss.230.416(c), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described herein based upon the maximum amount that
could be issued under the plan pursuant to 17 C.F.R. ss.230.457(h).
(5) In accordance with 17 C.F.R. ss.230.457(h), the registration fee has been calculated on the basis of the number of shares
of Common Stock that may be purchased with the current assets of such Plan. Accordingly, no separate fee is required
for the participation interests.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
Number of Pages 14
Exhibit Index begins on Page 11
1
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WORONOCO BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for Wornoco Bancorp, Inc.
401(k) Savings Plan in SBERA Trust ("401(k) Plan") required by Part I of the
Registration Statement will be sent or given to the participants in the 401(k)
Plan as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (File No.
333-67255) pursuant to Rule 424(b)(3) on January 28, 1999, which includes the
consolidated balance sheets of Woronoco Savings Bank and Subsidiaries (the
"Bank") as of August 31, 1998 (unaudited), December 31, 1997 and 1996, and the
related consolidated statements of income, changes in surplus, and cash flows
for the eight months ended August 31, 1998 and 1997 (unaudited) and for each of
the three years in the three-year period ended December 31, 1997, together
with the related notes and the report of Wolf & Company, P.C., independent
certified public accountants.
(b) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 001-14671), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on December 4, 1998, and declared effective
January 13, 1999 as incorporated by reference from the Company's Form S-1 (File
No. 333- 67255) declared effective on January 13, 1999.
(c) All documents filed by the Company and the 401(k) Plan, where
applicable, pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment
which deregisters all securities then remaining unsold.
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 INCORPORATED OR 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.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the 401(k) Plan has been
registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a
description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The consolidated balance sheets of Woronoco Savings Bank and
Subsidiaries (the "Bank") (the registrant did not receive any proceeds until
after the effective date and therefore had no assets or liabilities) as of
August 31, 1998 (unaudited), December 31, 1997 and 1996, and the related
consolidated statements of income, changes in surplus, and cash flows for the
periods ended August 31, 1998 and 1997 (unaudited) and for each of the three
years in the three-year period ended December 31, 1997, together with the
related notes and the report of Wolf & Company, P.C. independent auditors,
dated February 27, 1998 (except for Note 16 as to which the date is August 26,
1998) incorporated by reference in this Registration Statement, have been
incorporated herein in reliance upon the authority of said firm as experts in
accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held
harmless against liability to the fullest extent permissible by the General
Corporation Law of Delaware as it currently exists or as it may be amended
provided any such amendment provides broader indemnification provisions than
currently exists.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
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A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such
3
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indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
4
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E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
- --------
A Director of this Corporation shall not be personally liable to the
Corporation 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 Corporation 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 Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
The registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Commission that such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
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ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
(a) List of Exhibits (filed herewith unless otherwise noted)
3.1 Certificate of Incorporation of the Registrant.1
3.2 Bylaws of the Registrant.1
4 Stock Certificate of Woronoco Bancorp, Inc.1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the 401(k) 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 the plan.
23 Consent of Wolf & Company, P.C.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 333-67255), as
amended, and declared effective on January 13, 1999.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental
change in the information 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
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 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) Include any additional or changed material information
on the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement unless
the information required by (i) and (ii) is contained
in periodic reports filed by the Registrant pursuant to
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Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration
Statement;
(2) For determining liability under the Securities Act, to treat
each post-effective amendment as a new Registration Statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
Offering.
(4) 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 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 therein, 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 trustees, 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 SEC 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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.
7
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Woronoco
Bancorp, Inc. certifies that is 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 Westfield, MA on April 21, 1999.
WORONOCO BANCORP, INC.
By: /s/ Cornelius D. Mahoney
--------------------------------
Cornelius D. Mahoney
President, Chief Executive Officer, and
Chairman of the Board
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Debra L. Murphy, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ Cornelius D. Mahoney Director, President, Chief April 21, 1999
- -------------------------- Executive Officer, and Chairman
Cornelius D. Mahoney of the Board
(principal executive officer)
/s/ Debra L. Murphy Senior Vice President and April 21, 1999
- -------------------------- Chief Financial Officer
Debra L. Murphy (principal accounting and
financial officer)
/s/ James A. Adams Director April 21, 1999
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James A. Adams
/s/ William G. Aiken Director April 21, 1999
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William G. Aiken
8
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/s/ Paul S. Allen Director April 21, 1999
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Paul S. Allen
/s/ Francis J. Ehrhardt
- -------------------------- Director April 21, 1999
Francis J. Ehrhardt
/s/ Joseph M. Houser, Jr. Director April 21, 1999
- --------------------------
Joseph M. Houser, Jr.
/s/ Joseph P. Keenan Director April 21, 1999
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Joseph P. Keenan
/s/ Richard L. Pomeroy Director April 21, 1999
- --------------------------
Richard L. Pomeroy
/s/ Ann V. Schultz Director April 21, 1999
- --------------------------
Ann V. Schultz
/s/ Norman H. Storey Director April 21, 1999
- --------------------------
Norman H. Storey
/s/ D. Jeffrey Templeton Director April 21, 1999
- --------------------------
D. Jeffrey Templeton
/s/ Paul Tsatsos Director April 21, 1999
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Paul Tsatsos
9
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Woronoco Saving Bank 401(k) Savings Plan in
SBERA Trust) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Westfield,
Massachusetts on April 21, 1999.
WORONOCO SAVINGS BANK 401(K) SAVINGS PLAN IN SBERA TRUST
By: /s/ Mary Routier
--------------------------------
Mary Routier
Plan Administrator
10
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C>
3.1 Certificate of Incorporated herein by reference from the Exhibits --
Incorporation of the of the Registrant's Registration Statement on Form
Registrant S-1 filed with the SEC and declared effective on
January 13, 1999.
3.2 Bylaws of the Incorporated herein by reference from the Exhibits --
Registrant of the Registrant's Registration Statement on
Form S-1 filed with the SEC and declared effective
on January 13, 1999.
4 Stock Certificate of Incorporated herein by reference from the Exhibits --
Woronoco Bancorp, of the Registrant's Registration Statement on Form
Inc. S-1 filed with the SEC and declared effective on
January 13, 1999.
8 Tax Opinion not The Registrant has submitted or hereby undertakes --
required to submit the 401(k) 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 the plan.
23 Wolf & Company, Filed herewith. 14
P.C.
24 Power of Attorney Located on the signature page. --
</TABLE>
11
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EXHIBIT 23 CONSENT OF WOLF & COMPANY, P.C.
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in this Registration Statement on Form
S-8 of Woronoco Bancorp, Inc. (holding company for Woronoco Savings Bank) of our
report dated February 27, 1998 (except for Note 16 as to which the date is
August 26, 1998) relating to the consolidated balance sheets of Woronoco Savings
Bank as of December 31, 1997 and 1996, and the related consolidated statements
of income, changes in surplus and cash flows for each of the years in the three-
year period ended December 31, 1997, in the Prospectus filed with the SEC by the
Registrant (file No. 333-67255) on January 28, 1999, and to the reference to our
firm under the heading "Experts" in this Registration Statement.
Wolf & Company, P.C. /s/ Wolf & Company, P.C.
Boston, Massachusetts
April 21, 1999
