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As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
BEVERLY BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4090152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1357 West 103rd Street
Chicago, Illinois 60643
(Address of Principal Executive Offices)
BEVERLY BANCORPORATION STOCK OPTION PLAN
(Full title of the plan)
________________________
John D. Van Winkle
President and Chief Executive Officer
1357 West 103rd Street
Chicago, Illinois 60643
(Name and address of agent for service)
(312) 881-2214
(Telephone number, including area code, of agent for service)
__________________________
copy to:
Kurt W. Florian, Jr., Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
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CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price Per Offering Fee
Share (2) Price (2)
================================================================================
Common 530,743 $10.01 $5,315,060 $1,832.78
Stock, $.01 shares
par value
================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered
hereunder will be adjusted in the event of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(h), on the basis of (i) the
average of the high and low prices of the Common Stock reported by
the NASDAQ National Market on September 12, 1996 with respect to
the 102,889 shares of Common Stock which are not subject to
outstanding options, and (ii) the weighted average exercise price
of the 427,854 shares of Common Stock subject to options which have
been granted under the Plan but not yet exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Beverly Bancorporation, Inc. (the
"Company" or "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Company's prospectus dated August 22, 1996 filed pursuant to Rule
424(b).
2. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the effective
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("Expenses"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action, provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although Delaware law permits a corporation to indemnify any person referred to
above against Expenses in connection with the defense or settlement of an action
by or in the right of the corporation, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the corporation's
best interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The General Corporation Law of the State of
Delaware also provides for mandatory indemnification of any director, officer,
employee or agent against Expenses to
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the extent such person has been successful in any proceeding covered by the
statute. In addition, the General Corporation Law of the State of Delaware
provides the general authorization of advancement of a director's or officer's
litigation expenses in lieu of requiring the authorization of such advancement
by the board of directors in specific cases, and that indemnification and
advancement of expenses provided by the statute shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement or otherwise.
The Certificate of Incorporation of the Registrant provides for the broad
indemnification of the directors and officers of the Registrant and for
advancement of litigation expenses to the fullest extent permitted by current
Delaware law.
The Certificate of Incorporation of the Registrant eliminates the personal
liability of a director to the Registrant or its stockholders under certain
circumstances, for monetary damages for breach of fiduciary duty as a director.
Item 8. EXHIBITS
4 Form of Common Stock Certificate, incorporated by reference to
Exhibit 4(a) to Registrant's Registration Statement on Form S-1
(Registration No. 333-6651).
5 Opinion of Lord, Bissell & Brook as to the legality of the
securities offered by the registration statement.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Lord, Bissell & Brook (included in exhibit 5).
Item 9. UNDERTAKINGS
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 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;
(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;
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Provided, however, that paragraphs (1)(i) and (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 section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(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 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.
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 section 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Chicago and State of Illinois on the 12th day of
September, 1996.
BEVERLY BANCORPORATION, INC.
By: /s/ Anthony R. Pasquinelli
-----------------------------------
Anthony R. Pasquinelli,
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 indicated and on the 12th day of September, 1996.
Name Title
- ---- -----
/s/ Anthony R. Pasquinelli
- ------------------------------ Chairman of the Board
Anthony R. Pasquinelli
/s/ John D. Van Winkle
- ------------------------------ President, Chief Executive Officer and
John D. Van Winkle Director
/s/ John T. O'Neill
- ------------------------------ Executive Vice President, Chief Financial
John T. O'Neill Officer and Principal Accounting Officer
/s/ Christopher M. Cronin
- ------------------------------ Director
Christopher M. Cronin
/s/ Richard I. Polanek
- ------------------------------ Director
Richard I. Polanek
/s/ William C. Waddell
- ------------------------------ Director
William C. Waddell
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INDEX TO EXHIBITS
Exhibit Number Description of Exhibit
- -------------- ----------------------
4 Form of Common Stock Certificate, incorporated by
reference to Exhibit 4(a) to Registrant's Registration
Statement on Form S-1 (Registration No. 333-6651).
5 Opinion of Lord, Bissell & Brook as to the legality of
the securities offered by the registration statement.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Lord, Bissell & Brook (included in exhibit 5).
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[LORD, BISSELL & BROOK LETTERHEAD]
September 12, 1996
Beverly Bancorporation, Inc.
1357 W. 103rd Street
Chicago, Illinois 60643
Re: Beverly Bancorporation, Inc.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have represented Beverly Bancorporation, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the registration
statement filed with the Securities and Exchange Commission on Form S-8 (the
"Registration Statement") relating to the proposed issuance of up to 530,743
additional shares of the Company's common stock, $.01 par value (the "Shares"),
pursuant to the terms of the Beverly Bancorporation Stock Option Plan (the
"Plan"). In this connection, we have examined originals or copies identified to
our satisfaction of such documents, corporate and other records, certificates,
and other papers as we deemed necessary to examine for purposes of this opinion,
including but not limited to the Plan, the Certificate of Incorporation of the
Company, the Bylaws of the Company and resolutions of the Board of Directors of
the Company.
We are of the opinion that the Shares will be, when issued pursuant to the
Plan, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LORD, BISSELL & BROOK
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report, dated February 9, 1996 (except for Note 17, as to
which the date is February 27, 1996 and Note 18, as to which the date is August
16, 1996) accompanying the financial statements of Beverly Bancorporation, Inc.
contained in the Registration Statement and Prospectus filed on Form S-1 on
August 20, 1996 (Registration No. 333-6651). We consent to the incorporation
by reference of the aforementioned report filed in the Registration Statement on
Form S-8.
GRANT THORNTON LLP
Chicago, Illinois
September 12, 1996
