As filed with the Securities and Exchange Commission on November 3, 2000
Registration No.____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CENTRAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-3447594
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
(617) 628-4000
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(Address of Principal Executive Office)
CENTRAL BANCORP, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
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(Full Title of the Plan)
JOHN D. DOHERTY, PRESIDENT
CENTRAL BANCORP, INC.
399 HIGHLAND AVENUE
SOMERVILLE, MASSACHUSETTS 02144
(617) 628-4000
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(Name and Address of Agent for Service)
(617) 628-4000
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(Telephone Number, Including Area Code, of Agent For Service)
COPIES TO:
HARRY K. KANTARIAN, ESQUIRE
HOWARD S. PARRIS, ESQUIRE
STRADLEY RONON HOUSLEY KANTARIAN AND BRONSTEIN, LLP
1220 19TH STREET, N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
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CALCULATION OF REGISTRATION FEE
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Title Of Proposed Maximum Proposed Maximum Amount Of
Securities To Be Amount To Be Offering Price Aggregate Offering Registration
Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 18,500 (1) $18.00 (2) $392,532 (2) $103.63
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<FN>
(1) Maximum number of shares issuable under the Central Bancorp, Inc. Deferred
Compensation Plan for Non-employee Directors (18,500 shares), as such amounts
may be increased in accordance with said plan in the event of a merger,
consolidation, recapitalization, stock dividend, stock split or similar event
involving the Registrant.
(2) 18,500 Shares are being registered hereby, none of which are currently under
option. Pursuant to Rules 457(h) and 457(c), the offering price for purposes of
calculating the registration fee is the average of the high and low selling
price on October 23, 2000 of $17.8125 per share ($392,532 in the aggregate).
</FN>
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This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
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*This Registration Statement relates to the registration of 18,500
shares of Common Stock, $1.00 par value per share, of Central Bancorp, Inc. (the
"Company") reserved for issuance and delivery under the Central Bancorp, Inc.
Deferred Compensation Plan for Non-employee Directors (the "Plan"). Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in the Plan as specified by Rule
428(b)(1). In accordance with Note to Part I of Form S-8, such documents are not
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus
supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, accordingly, files periodic reports and
other information with the Commission. Reports, proxy statements and other
information concerning the Company filed with the Commission may be inspected
and copies may be obtained (at prescribed rates) at the Commission's Public
Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission, including the Company. The address for the
Commission's Web site is "http://www.sec.gov".
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 filed with the Commission on June 28, 2000 (Commission File No.
0-25251);
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 filed with the Commission on August 11, 2000 (Commission File No.
0-25251);
(c) The description of the Company's securities contained in this
Company's Registration Statement on Form 8-A as declared effective by Commission
on January 8, 1999.
ALL DOCUMENTS FILED BY THE COMPANY AND THE PLAN PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AFTER THE DATE HEREOF AND 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 A PART HEREOF FROM THE DATE
OF FILING OF SUCH DOCUMENTS.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable, as the common stock is registered under Section 12 of
the Securities and Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Company and its principal subsidiary Central Co-operative Bank (the
"Bank") indemnify their respective directors and officers to the extent
permitted under the Massachusetts General Laws. The Amended Charter of the Bank
provides that its directors and officers shall, and in the discretion of the
Board of Directors, any other person may, be indemnified by the Bank against
liabilities and expenses arising out of services performed of or on behalf of
the Bank. The Amended Charter of the Bank further provides that such
indemnification will not be provided if it is determined that the action giving
rise to the liability was not taken in good faith in the reasonable belief that
the action was in the best interests of the Bank.
The Company's Articles of Organization provides for indemnification of
the Company's officers and directors as follows:
The Corporation shall indemnify each director or officer of the
Corporation to the fullest extent now or hereafter permitted by law against all
expenses (including attorneys' fees and disbursements), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative to which he is or is threatened
to be made a party by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation or of a subsidiary of the Corporation, or
is or was a director, custodian, administrator, committeeman or fiduciary of any
employee benefit plan established and maintained by the Corporation or by a
subsidiary of the Corporation, or is or was serving another enterprise in any
such capacity at the written request of the Corporation. To the extent
authorized at any time by the Board of Directors of the Corporation, the
Corporation may similarly indemnify other persons against liability incurred in
any capacity, or arising out of any status, of the character described in the
immediately preceding sentence. At the discretion of the Board of Directors, any
indemnification hereunder may include payment by the Corporation of expenses
incurred in defending a civil or criminal action or proceeding in advance of the
final disposition of such action or proceeding, upon receipt of an undertaking
by the person indemnified to repay such payment if he shall be adjudicated to be
not entitled to indemnification under this Article VI(H) or applicable laws. In
no event, however, shall the Corporation indemnify any director, officer, or
other person hereunder with respect to any matter as to which he shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Corporation. The
Corporation may purchase and maintain insurance to protect itself and any
present or former director, officer or other person against any liability of any
character asserted against and incurred by the Corporation or any such director,
officer or other person in any capacity, or arising out of any status, whether
or not the Corporation would have the power to indemnify such person against
such liability by law or under the provisions of this Article VI(H). The
provisions of this Article VI(H) shall be applicable to persons who shall have
ceased to be directors or officers of the Corporation, and shall inure to the
benefit of the heirs, executors and administrators of persons entitled to
indemnity hereunder. Nothing herein shall be deemed to limit the Corporation's
authority to indemnify any person pursuant to any contract or otherwise.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed as part of this registration
statement are as follows:
5.1 Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
as to the legality of the Common Stock being registered
23.1 Consent of KPMG LLP
23.2 Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page to this
Registration Statement)
99.1 Central Bancorp, Inc. Deferred Compensation Plan for
Non-employee Directors
99.2 Form of Trust Agreement under the Central Bancorp, Inc.
Deferred Compensation Plan for Non-employee Directors
ITEM 9. UNDERTAKINGS
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The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, 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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) 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;
(iii) To include any additional or changed material information on to
the plan of distribution; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and
the information required to be included in a post-effective amendment is
incorporated by reference from the periodic reports filed by the small business
issuer under the Securities Exchange Act of 1934.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post- effective amendment 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.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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(4) The undersigned registrant hereby undertakes that, for 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the small business issuer 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 small business
issuer 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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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 Somerville, State of Massachusetts, on this 22nd day
of October, 2000.
CENTRAL BANCORP, INC.
By: /s/ John D. Doherty
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John D. Doherty, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of Central Bancorp, Inc., hereby severally
constitute and appoint John D. Doherty with full power of substitution, our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said John D. Doherty may deem necessary or
advisable to enable Central Bancorp, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with the registration of Central Bancorp,
Inc. common stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said John D.
Doherty shall do or cause to be done by virtue thereof.
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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Signatures Title Date
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<S> <C> <C>
/s/ John D. Doherty President, Chief Executive Officer October 22, 2000
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John D. Doherty and Director
/s/ Paul S. Feeley Principal Financial and October 22, 2000
---------------------------------- Accounting Officer
Paul S. Feeley
/s/ Joseph R. Doherty Chairman of the Board October 22, 2000
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Joseph R. Doherty
/s/ Terence D. Kenney Senior Vice President and Director October 22, 2000
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Terence D. Kenney
/s/ Gregory W. Boulos Director October 22, 2000
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Gregory W. Boulos
/s/ Nancy Neri Director October 22, 2000
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Nancy Neri
/s/ John F. Gilgun, Jr. Director October 22, 2000
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John F. Gilgun, Jr.
/s/ John G. Quinn Director October 22, 2000
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John G. Quinn
/s/ Marat E. Santini Director October 22, 2000
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Marat E. Santini
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INDEX TO EXHIBITS
Exhibit Description
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5.1 Opinion of Stradley Ronon Housley Kantarian & Bronstein, LLP
as to the legality of the Common Stock being registered
23.1 Consent of KPMG LLP
23.2 Consent of Stradley Ronon Housley Kantarian & Bronstein, LLP
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page to this
Registration Statement)
99.1 Central Bancorp, Inc. Deferred Compensation Plan for
Non-employee Directors
99.2 Form of Trust Agreement under the Central Bancorp, Inc.
Deferred Compensation Plan for Non-employee Directors
