As filed with the Securities and Exchange Commission on September 22, 2000
Registration Statement No.
===============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BANCORP RHODE ISLAND, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0509802
--------------------------------------------- --------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
One Turks Head Place, Providence, Rhode Island 02903
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(Address of Principal Executive Offices) (Zip Code)
1996 Incentive and Nonqualified Stock Option Plan, as amended
Non-Employee Directors Stock Plan, as amended
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(Full title of the plans)
Merrill W. Sherman, President
Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903
--------------------
(Name and address of agent for service)
(401) 456-5000
(Telephone number, including area code, of agent for service)
Copy to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
<PAGE>
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CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share(2) offering price fee
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Common Stock 425,000 $13.6875 $5,817,188 $1,536
(par value
$0.01)
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(1) Based solely on the number of shares of common stock, par value $0.01
per share, of Bancorp Rhode Island, Inc. (the "Registrant") reserved
for issuance upon exercise of options granted or to be granted
pursuant to the above named stock option plans (the "Plans") assumed
by the registrant pursuant to the restructuring of Bank Rhode Island
into a holding company structure. In addition to such shares, this
Registration Statement covers an undetermined number of shares of
Common Stock of the Registrant that, by reason of certain events
specified in the Plans, may become issuable upon exercise of options
through the application of certain anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), pursuant to which a total of 425,000
shares of the Registrant's Common Stock that may be acquired upon
exercise of options granted or to be granted are deemed to be offered
at $12.1875 per share, the average of the high and low prices of the
Registrant's Common Stock as reported by The Nasdaq Stock Market(R) on
September 15, 2000.
2
<PAGE>
Explanatory Note
This Registration Statement on Form S-8 relates to 425,000 shares of
the Registrant's Common Stock, par value $0.01 per share ("Common Stock"). All
of the shares of Common Stock are issuable pursuant to options issued or to be
issued under the Plans. Such Plans were assumed by the Registrant pursuant to
the Plan of Reorganization and Merger Agreement dated as of February 15, 2000 by
and among Bank Rhode Island, a stock financial institution organized and
existing under the laws of the State of Rhode Island, the Registrant and BKRI
Interim Bank, a stock interim financial institution organized under the laws of
the State of Rhode Island as a wholly-owned subsidiary of the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1). Such
document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information heretofore filed with the
Commission by the Registrant (File No. 001-16101) are incorporated by reference
in this registration statement:
(1) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed under Section 12
of the Exchange Act on Form 8-A, including all amendments or
reports filed for the purpose of updating such description.
(2) the Annual Report of Bank Rhode Island on Form 10-K for the
fiscal year ended December 31, 1999.
Note: The Registrant was incorporated in the State of
Rhode Island on March 8, 2000. On April 13, 2000, the Form S-4
Registration Statement of the Registrant (the "Registration
Statement") was declared effective by the Securities and
Exchange Commission. On September 1, 2000, the Registrant
consummated of a Plan of Reorganization and Agreement of
Merger, dated February 15, 2000 whereby Bank Rhode Island
("Bank RI") became the wholly-owned subsidiary of the
Registrant (the "Reorganization") and all of the outstanding
shares of Bank RI Common Stock and Non-Voting Common Stock
were converted into and exchanged for, on a one-for-one basis,
shares of the Registrant. Until the consummation of the
Reorganization, the Registrant had no significant assets or
liabilities. Accordingly, no separate financial information
regarding the Registrant has been filed with the Commission.
In its place, the Registrant has presented financial
information regarding Bank RI as set forth in Bank RI's Annual
Report on Form 10-K as filed with the Federal Deposit
Insurance Corporation and incorporated by reference into the
Registrant's Registration Statement.
(3) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the end of the fiscal year ended
December 31, 1999 and prior to the date of the termination of the offering of
the Common Stock offered hereby shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
II-1
<PAGE>
The Registrant will provide without charge to each person to whom a
Prospectus is delivered, upon request of any such person, a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such documents). Written requests should be directed to Albert R. Rietheimer,
Chief Financial Officer, Bank Rhode Island, One Turks Head Place, Providence,
Rhode Island 02903. Telephone requests may be directed to (401) 456-5015.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby have been passed upon for the Registrant by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley, Allen & Snyder LLP, is the Secretary
of the Registrant and a member of the Registrant's Board of Directors.
Item 6. Indemnification of Directors and Officers.
Item 20. "Indemnification of Directors and Officers" of Part II of the
Registration Statement, including all amendments or reports filed for the
purpose of updating such information, is hereby incorporated by reference in
this registration statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of Hinckley, Allen & Snyder LLP
23.1 Consent of KPMG LLP
23.2 Consent of Hinckley, Allen & Snyder LLP
(contained in their opinion filed as Exhibit 5)
24 Power of Attorney (included on signature page of
this Registration Statement)
Item 9. Undertakings.
II-2
<PAGE>
1. Rule 415 offering. 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; 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
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and 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 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
b. That, for the purpose of determining 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.
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.
2. Filings incorporating subsequent Exchange Act documents by reference. The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 therein and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
3. Incorporated annual and quarterly reports. The undersigned registrant
hereby undertakes to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule
II-3
<PAGE>
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Filing of registration on Form S-8. 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 Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant for 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 Securities Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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 Providence, State of Rhode Island, on the 19th day of
September, 2000.
BANCORP RHODE ISLAND, INC.
By: /s/ Merrill W. Sherman
---------------------------
Merrill W. Sherman
President and Chief Executive Officer
We, the undersigned officers and directors of Bancorp Rhode Island,
Inc., in the City of Providence, Rhode Island hereby severally constitute and
appoint Merrill W. Sherman and Albert R. Rietheimer our true and lawful
attorneys with full power of substitution together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement, and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors to enable Bancorp Rhode Island, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any one of them, to said Registration
Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ Merrill W. Sherman President and Chief Executive Officer; 9/19/00
----------------------- Director
Merrill W. Sherman
/s/ Albert R. Rietheimer Chief Financial Officer and 9/19/00
------------------- Treasurer
Albert R. Rietheimer (Principal Financial and
Accounting Officer)
/s/ Anthony F. Andrade Director 9/19/00
----------------------
Anthony F. Andrade
<PAGE>
/s/ John R. Berger Director 9/19/00
-------------------
John R. Berger
/s/ Malcolm G. Chace Director 9/19/00
----------------------
Malcolm G. Chace
/s/ Ernest J. Chornyei, Jr. Director 9/19/00
--------------------------
Ernest J. Chornyei, Jr.
/s/ Karl F. Ericson Director 9/19/00
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Karl F. Ericson
/s/ Margaret D. Farrell Director 9/19/00
----------------------
Margaret D. Farrell
/s/ Mark R. Feinstein Director 9/19/00
--------------------------
Mark R. Feinstein
/s/ Donald J. Reaves Director 9/19/00
--------------------------
Donald J. Reaves
Director
--------------------------
Frederick James Hodges, Jr.
/s/ Cheryl L. Watkins Director 9/19/00
--------------------------
Cheryl L. Watkins
/s/ John A. Yena Director 9/19/00
--------------------------
John A. Yena
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
5 Opinion of Hinckley, Allen &
Snyder LLP
23.1 Consent of KPMG LLP
23.2 Consent of Hinckley, Allen &
Snyder LLP (contained in their
opinion filed as Exhibit 5)
24 Power of Attorney
(included on signature page
of Registration Statement)
<PAGE>
Exhibit 5
1500 FLEET CENTER
PROVIDENCE, RHODE ISLAND 02903
(401) 274-2000
FAX (401) 277-9600
HINCKLEY, ALLEN & SNYDER LLP
Attorneys at Law
September 20, 2000
Bancorp Rhode Island, Inc.
One Turks Head Place
Providence, RI 02903
RE: Registration Statement on Form S-8 for 1996 Incentive and Nonqualified Stock
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Option Plan, as amended and Non-Employee Directors Stock Plan, as amended
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Ladies and Gentlemen:
We have acted as counsel to Bancorp Rhode Island, Inc., a Rhode Island
corporation (the "Company"), in connection with the filing by the Company of the
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to Four Hundred Twenty-Five Thousand
(425,000) shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), issuable under the Company's 1996 Incentive and Nonqualified
Stock Option Plan, as amended and the Company's Non-Employee Directors Stock
Plan, as amended (the "Plans").
In connection with this opinion, we have examined the Company's
Articles of Incorporation, the by-laws of the Company, the Registration
Statement, corporate proceedings of the Company relating to the issuance of the
Common Stock, the Plans and such other instruments and documents as we have
deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plans has been duly authorized and
when issued in accordance with the terms of the Plans will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder LLP
<PAGE>
Exhibit 23.1
The Board of Directors and Stockholders
Bancorp Rhode Island, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Bancorp Rhode Island, Inc. of our report dated January 19, 2000, relating
to the consolidated balance sheets of Bank Rhode Island and subsidiaries as of
December 31, 1999, and the related consolidated statements of operations,
changes in shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1999, which report appears in the Annual
Report on Form 10-K of Bank Rhode Island.
/s/ KPMG LLP
Boston, Massachusetts
September 20, 2000
