<PAGE> 1
As filed with the Securities and Exchange Commission on December 1, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UST CORP.
(Exact name of registrant as specified in its charter)
40 COURT STREET
BOSTON, MASSACHUSETTS 02108
(617) 726-7000
(Address of principal executive offices, including zip code)
MASSACHUSETTS UST CORP. STOCK COMPENSATION PLAN 04-2436093
(State or other (Full title of the plan) (I.R.S. Employer
jurisdiction of Identification
or organization) Number)
--------------------------
ERIC R. FISCHER, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CLERK
UST CORP.
40 COURT STREET
BOSTON, MASSACHUSETTS 02108
(617) 726-7000
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
==============================================================================================================
Amount Proposed maximum Proposed maximum Amount of
Title of each class of to be offering price aggregate offering registration
securities to be registered registered(1) per share(2) price(2) fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock -- $.625 par value... 1,000,000 shs. $ 10.1875 $ 10,187,500 $ 3,513
==============================================================================================================
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock, par value $.625 ("Common Stock"), of UST
Corp. as may become deliverable as a result of future adjustments in
accordance with the terms of the UST Corp. Stock Compensation Plan.
(2) The offering price has been estimated solely for the purpose of determining
the registration fee pursuant to Rule 457(h) on the basis of the average of
the high and low prices for the Common Stock of UST Corp. on November 28,
1994, as reported on the NASDAQ National Market System.
================================================================================
EXHIBIT INDEX ON PAGE 5;
PAGE 1 OF 5 PAGES.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's earlier Registration Statement on Form S-8 (file number 33-54390)
are hereby incorporated by reference thereto.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of the shares of
common stock, par value $.625 ("Common Stock"), of the Registrant are
being passed upon for the Registrant by Eric R. Fischer, Esq., who is
Executive Vice President, General Counsel and Clerk of the Registrant.
As of December 1, 1994, Mr. Fischer beneficially owned 14,019 shares
of Common Stock; options to acquire 41,780 shares of Common Stock
which were exercisable within sixty (60) days; and options to acquire
an additional 4,630 shares of Common Stock which were exercisable
thereafter.
Item 8. Exhibits.
Exhibit
4.1 UST Corp. Stock Compensation Plan, as amended and restated on
November 15, 1994.
5.1 Opinion of Eric R. Fischer, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Eric R. Fischer, Esq. (contained in the opinion filed as
Exhibit 5.1 hereto).
24 Powers of Attorney (included in signature page hereto).
<PAGE> 3
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, The Commonwealth of Massachusetts, on
this 15th day of November, 1994.
UST CORP.
By /s/ Neal F. Finnegan
-------------------------------------
Neal F. Finnegan
President and Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears
below hereby authorizes and constitutes Eric R. Fischer, Esq. and Neal F.
Finnegan, and each of them singly, his true and lawful attorneys with full
power to them, and each of them singly, to sign for him and in his name in the
capacities indicated below any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith, and he hereby ratifies
and confirms his signature as it may be signed by said attorneys, or any of
them, to any and all such amendments.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
- --------- ------------------------ ----
<S> <C> <C>
/s/ Neal F. Finnegan President, Chief Executive November 15, 1994
- ----------------------- Officer and Director (principal
Neal F. Finnegan executive officer)
/s/ James K. Hunt Executive Vice President, November 15, 1994
- ----------------------- Treasurer and Chief Financial
James K. Hunt Officer (principal financial
officer and principal accounting
officer)
/s/ Eric R. Fischer Executive Vice President, November 15, 1994
- ----------------------- General Counsel and Clerk
Eric R. Fischer
/s/ William Schwartz Vice Chairman and Director November 15, 1994
- -----------------------
William Schwartz
/s/ Domenic Colasacco Executive Vice President and November 15, 1994
- ----------------------- Director
Domenic Colasacco
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ James M. Breiner Director November 15, 1994
- --------------------------
James M. Breiner
/s/ Robert L. Culver Director November 15, 1994
- --------------------------
Robert L. Culver
/s/ Walter A. Guleserian Director November 15, 1994
- --------------------------
Walter A. Guleserian
/s/ Wallace M. Haselton Director November 15, 1994
- --------------------------
Wallace M. Haselton
/s/ Francis X. Messina Director November 15, 1994
- --------------------------
Francis X. Messina
/s/ Gerald M. Ridge Director November 15, 1994
- --------------------------
Gerald M. Ridge
/s/ Samuel B. Sheldon Director November 15, 1994
- --------------------------
Samuel B. Sheldon
/s/ James V. Sidell Director November 15, 1994
- --------------------------
James V. Sidell
/s/ Paul D. Slater Director November 15, 1994
- --------------------------
Paul D. Slater
/s/ Michael D. Verrochi Director November 15, 1994
- --------------------------
Michael D. Verrochi
</TABLE>
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit Page
- ------ ---------------- ----
<S> <C> <C>
4.1 UST Corp. Stock Compensation Plan, as
amended and restated on November 15, 1994
5.1 Opinion of Eric R. Fischer, Esq.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Eric R. Fischer, Esq. (contained in
the opinion filed as Exhibit 5.1 hereto).
24 Powers of Attorney (included in signature
page hereto).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
UST CORP.
STOCK COMPENSATION PLAN
SECTION 1: PURPOSE; DEFINITIONS
The UST CORP. STOCK COMPENSATION PLAN (the "Plan") was established in 1992
to enable UST CORP. and its Subsidiaries to reward officers and other key
employees so as to encourage them to expend special efforts to increase
shareholder value. The amended and restated Plan set forth herein is a
continuation of the Plan as originally adopted and shall be effective as
provided at Section 10 below. Awards under the Plan as herein amended and
restated which are made prior to the stockholder approval described in
Section 10 shall be subject to such approval.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "BOARD" means the Board of Directors of the Company.
(b) "CHANGE OF CONTROL" and "CHANGE OF CONTROL PRICE" have the meanings
set forth in Section 8.
(c) "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto.
(d) "COMMITTEE" means the committee appointed by the Board to administer
the Plan in accordance with Section 2.
(e) "COMPANY" means UST Corp., a corporation organized under the laws of
the Commonwealth of Massachusetts, and any successor corporation.
(f) "DISABILITY" means permanent and total disability as determined under
the Company's disability program.
(g) "DISINTERESTED PERSON" has the meaning set forth in Rule 16b-3 under
the Securities Exchange Act of 1934 as applicable to the Company on
the date of reference.
(h) "ELIGIBLE EMPLOYEE" means an employee of the Company or any
Subsidiary as described in Section 4.
-1-
<PAGE> 2
(i) "FAIR MARKET VALUE" means, as of any given date, the average of the
high and low trading prices of the Stock on the NASDAQ National
Market System on such date, or if the Stock did not trade on such
date, on the next preceding day on which trades were made.
(j) "INCENTIVE STOCK OPTION" means any Stock Option intended to qualify
as an "incentive stock option" within the meaning of Section 422 of
the Code.
(k) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.
(l) "PARTICIPANT" means any Eligible Employee selected by the Committee
to receive grants under the Plan.
(m) "RESTRICTED STOCK" means Stock awarded pursuant to Section 6 that is
subject to restrictions which lapse upon the satisfaction of
performance and/or service criteria specified by the Committee.
(n) "STOCK" means the common stock of the Company.
(o) "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5.
(p) "SUBSIDIARY" means any corporation in which the Company owns,
directly or indirectly 50% or more of the total combined voting power
of all classes of stock of such corporation.
SECTION 2: ADMINISTRATION
The Plan shall be administered by a Committee composed of not fewer than
two members of the Board, all of whom are Disinterested Persons. Members of
the Committee shall be appointed by the Board and shall serve at the pleasure
of the Board.
The Committee shall have the power and authority, in its discretion:
(i) to select Participants from among those employees of the
Company and the Subsidiaries who are Eligible Employees;
(ii) to determine whether and to what extent Stock Options,
Restricted Stock, or any combination of the foregoing, are to
be granted to Eligible Employees hereunder;
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<PAGE> 3
(iii) to determine the number of shares of Stock to be covered by each
such award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder; and
(v) to determine the terms and conditions of any written instruments
evidencing Stock Options, Restricted Stock, or any combination of
the foregoing awarded under the Plan.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan.
All decisions made by the Committee purusant to the provisions of the Plan
shall be final and binding on all persons, including the Company and the
Participants.
SECTION 3: STOCK SUBJECT TO PLAN
Subject to adjustment in accordance with the third and fourth paragraphs
of this Section 3, the maximum number of shares of Stock reserved and available
for awards made under the Plan in any calendar year shall be equal to (i)
1 1/4% of the total number of shares of Stock outstanding as of the beginning
of that year, plus (ii) any unused portion of the annual limit for prior years.
In determining the number of shares available in 1994 and any carryover from
1994, the number of shares determined under (i) above for 1994 shall be
increased by 350,000. Notwithstanding the foregoing, no more than 1,000,000
shares of Stock in the aggregate (subject to adjustment under the third and
fourth paragraphs of this Section 3) may be issued pursuant to the exercise of
Incentive Stock Options under the Plan.
Subject to adjustment in accordance with the fourth paragraph of this
Section 3, no Participant may be awarded, in any calendar year, Stock Options
covering more than 175,000 shares. For purposes of the immediately preceding
sentence, the repricing of a Stock Option shall be treated as a new award and
shall count against the specified share limit. The provisions of this
paragraph and of the proviso set forth in the immediately following paragraph
shall apply to awards of Stock Options under the Plan only to the extent
required in order for Stock Options under the Plan to qualify
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<PAGE> 4
for the performance-based compensation exception described in Section
162(m)(4)(C) of the Code.
To the extent that a Stock Option expires or is otherwise terminated
without being exercised, or shares of Restricted Stock are forfeited, the
shares of Stock underlying such Stock Option or the forefeited shares of
Restricted Stock, as the case may be, shall again be available for issuance in
connection with future awards under the Plan; provided, that any such future
award of a Stock Option (if made to the same Participant and in the same year
as the award of the expired or terminated Stock Option) shall count against the
annual per-Participant Stock Option award limit described in the preceding
paragraph.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate adjustment in (i)
the aggregate number of shares of Stock reserved for issuance under the Plan or
for which awards may be made under the Plan, and (ii) the number and Option
Price of shares of Stock subject to outstanding Stock Options granted under the
Plan; provided, that the number of shares of Stock subject to any award shall
always be a whole number. The Committee may make other substitutions or
adjustments, but no such substitution or adjustment shall be effective if it
would cause any Stock Option previously granted to an individual described in
Section 162(m)(3) of the Code to fail to qualify for the performance-based
compensation exception prescribed by Section 162(m)(4)(C) of the code; and
further provided, that no such substitution or adjustment shall be effective,
without the Participant's consent, if it would cause the Incentive Stock
Options status of any Stock Option held by the Participant to be impaired.
Shares issued pursuant to Plan awards may consist in whole or in part of
authorized and unissued shares or of treasury shares.
SECTION 4: ELIGIBILITY
Officers and other key employees of the Company or Subsidiaries who are
responsible for or contribute to the growth and/or profitability of the
business of the Company or its Subsidiaries shall be eligible to be granted
awards hereunder. The Participants under the Plan shall be selected from time
to time by the Committee from among those Eligible Employees, and the Committee
shall determine the number of shares of Stock covered by each award.
-4-
<PAGE> 5
SECTION 5: STOCK OPTIONS
Stock Options may be granted alone, in addition to or in combination
with other awards granted under the Plan. Any Stock Option granted under the
Plan shall be in such form as the Committee may from time to time approve, and
the provisions of Stock Option awards need not be the same with respect to each
Participant. Recipients of Stock Options shall enter into a stock option
agreement with the Company, in such form as the Committee shall determine,
which agreement shall set forth, either expressly or by incorporation of the
terms of the Plan, among other things, the Option Price, the term of the Stock
Option and provisions regarding exercisability of the Stock Option granted
thereunder.
Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. The Committee shall have
the authority to grant any Participant Incentive Stock Options, Non-Qualified
Stock Options, or both types of Stock Options. Only those Stock Options
specifically designated as Incentive Stock Options shall be treated as such;
all other Stock Options shall be treated as Non-Qualified Stock Options.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Committee may determine:
(a) OPTION PRICE. The Option Price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at
the date of grant but in the case of an Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the
Stock on such date.
(b) OPTION TERM. The term of each Stock Option shall be fixed by
the Committee, but no Stock Option shall be exercisable more
than ten years after the date such Stock Option is granted.
(c) EXERCISABILITY. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as
shall be determined by the Committee at or after grant. If
the Committee may accelerate the exercisability of a Stock
Option at any time, to such extent as it may determine.
-5-
<PAGE> 6
(d) TIMING AND METHOD OF EXERCISE. The exercise of a Stock Option
shall be accomplished by giving written notice of exercise to
the Company specifying the number of shares of Stock to be
purchased, accompanied by payment in full of the Option Price
in cash or check, by surrender of other shares of Stock which
have been held by the Participant for six months or more (or
for such other period as the Committee may determine) and
which have a value equal to the Option Price of the shares of
Stock as to which the Stock Option is being exercised, by
delivery of a properly executed exercise notice together with
irrevocable instructions to the Participant's broker to
deliver promptly to the Company the amount of sale proceeds
required to pay the Option Price, or by any combination of the
foregoing. The Company shall, prior to the delivery of any
shares of Stock subject to an exercise, make arrangements for
the payment of withholding taxes, if any, as provided in
Section 9(d).
(e) NON-TRANSFERABILITY OF OPTIONS. No Incentive Stock Option
shall be transferable by the Participant otherwise than by
will or by the laws of descent and distribution, and all
Incentive Stock Options shall be exercisable, during the
Participant's lifetime, only by the Participant. Nonqualified
Stock Options shall be transferable (i) only to the extent, if
any, determined by the Committee, and (ii) in the case of any
such Stock Option the grant of which is intended to be exempt
under Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended, only to the extent, if any, that
transferability is permitted (consistent with such exemption)
by such Rule.
(f) TERMINATION BY REASON OF DEATH. If a Participant's employment
with the Company or any Subsidiary terminates by reason of
death, any Stock Option held by the Participant at time of
death may thereafter be exercised, to the extent exercisable
immediately prior to death (or on such accelerated basis as
the Committee shall determine at or after grant), by the legal
representative of the estate or by the legatee of the
Participant under the will of the Participant, for a period of
one year (or such shorter period as the Committee shall
specify at grant) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever
period is shorter.
-6-
<PAGE> 7
(g) TERMINATION BY REASON OF DISABILITY. If a Participant's
employment with the Company or any Subsidiary terminates by
reason of Disability, any Stock Option held by such
Participant may thereafter be exercised to the extent it was
exercisable at the time of such termination (or on such
accelerated basis as the Committee shall determine at or after
grant), for a period of one year (or such shorter period as
the Committee shall specify at grant) from the date of such
termination of employment or until the expiration of the
stated term of such Stock Option, whichever period is shorter,
provided, however, that, if the Participant dies within such
one-year period (or such shorter period as the Committee shall
specify at grant), any unexercised Stock Option held by such
Participant shall thereafter be exercisable to the extent to
which it was exercisable at the time of death for a period of
one year (or such shorter period as the Committee shall
specify at grant) from the time of such death or until the
expiration of the stated term of such Stock Option, whichever
period is shorter.
(h) OTHER TERMINATION. Except as otherwise provided in this
Section 5, unless otherwise determined by the Committee, if a
Participant's employment with the Company or any Subsidiary
terminates for any reason other than death or Disability, the
Stock Option may thereafter be exercised to the extent it was
exercisable at the time of such termination (or on such
accelerated basis as the Committee shall determine at or after
grant) for the lesser of three months from the date of
termination or until the expiration of such Stock Option's
term; provided, that if the Participant's employment is
terminated for cause, all Stock Options then held by the
Participant shall terminate immediately.
SECTION 6: RESTRICTED STOCK
(a) GENERAL. Restricted Stock may be issued either alone or in
addition to other awards granted under the Plan. The
Committee shall determine the Eligible Employees to whom, and
the time or times at which, grants of Restricted Stock will be
made; the number of shares of Stock to be awarded; the price,
if any, to be paid by the recipient of Restricted Stock; any
performance objectives applicable to Restricted Stock awards;
the date or dates on which restrictions applicable to such
Restricted Stock shall lapse during the Restricted Period (as
defined at
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<PAGE> 8
Section 6(c)(i) below); and all other conditions of the
Restricted Stock awards. The performance objectives, if any,
to which a grant of Restricted Stock may be subject may
include, without limitation, objectives based on the
performance of the Company, the performance of one or more
Subsidiaries, the performance of one or more divisions or other
business segments, personal performance, or external
performance measures, all as determined by the Committee. The
Committee may also condition the grant of Restricted Stock
upon the exercise of Stock Options or upon such other criteria
as the Committee may determine. The provisions of Restricted
Stock awards need not be the same with respect to each
recipient.
(b) AWARDS AND CERTIFICATES. The prospective recipient of an
award of shares of Restricted Stock shall not have any rights
with respect to such award, unless and until such recipient
has executed an agreement evidencing the award (a "Restricted
Stock Award Agreement") and has delivered a fully executed
copy thereof to the Company, within a period of 60 days (or
such other period as the Committee may specify) after the
award date. The stock certificate or certificates issued in
respect of shares of Restricted Stock shall be registered in
the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) of the
UST Corp. Stock Compensation Plan and a Restricted
Stock Award Agreement entered into between the
registered owner and UST Corp. Copies of such Plan
and Agreement are on file in the offices of UST
Corp."
The Committee may require that the stock certificates evidencing such
shares of Stock be held in the custody of the Company until the
restrictions thereon shall have lapsed, and that, as a condition of
any Restricted Stock award, the Participant shall have delivered a
stock power, endorsed in blank, related to the Stock covered by such
award.
-8-
<PAGE> 9
(c) RESTRICTIONS AND CONDITIONS. The shares of Restricted Stock
awarded pursuant to this Section 6 shall be subject to the
following restrictions and conditions:
(i) Subject to the provisions of the Plan and the Restricted
Stock Award Agreement, during such period as may be set by
the Committee commencing on the grant date (the "Restricted
Period"), the Participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock
awarded under the Plan. In the case of a Restricted Stock
award providing for the lapsing of restrictions only upon
the attainment of performance related goals, the Restricted
Period shall be deemed to continue until such performance
related goals have been met. Within these limits, the
Committee may provide for the lapse of restrictions in
installments and may accelerate or waive such restrictions
in whole or in part based on such factors and such
circumstances as the Committee may determine, including,
but not limited to, the attainment of performance related
goals, the Participant's termination of employment, death
or Disability, or the occurrence of a "Change of Control"
as defined in Section 8 below.
(ii) Except as provided in clause (c)(i) above, the Participant
shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to
receive any dividends thereon. Certificates for shares of
unrestricted Stock shall be delivered to the Participant as
soon as practicable after the Restricted Period expires
without such shares of Stock having been forfeited. The
Company's obligation to deliver vested shares of Stock upon
the expiration of the Restricted Period (whether in the
normal course or on an accelerated basis as described in
the preceding paragraph) shall be subject to the Company's
being satisfied that arrangements for the payment of
withholding taxes, if any, as provided in Section 9(d) have
been made.
(iii) Subject to the provisions of the Restricted Stock Award
Agreement and this Section 6, upon termination of
employment for any reason during the Restricted Period, all
shares of Stock still subject to restriction shall be
forfeited by the
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<PAGE> 10
Participant, and the Participant shall only receive the
amount, if any, paid by the Participant for such Restricted
Stock.
SECTION 7: AMENDMENT AND TERMINATION
The Board may amend, alter, or discontinue the Plan at any time;
provided, that no such amendment or alteration shall be effective without the
approval of the stockholders to the extent that stockholder approval is
required to preserve the qualification of the Plan under Section 162(m)(4)(C)
or Section 422 of the Code or its exemption under Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended. The Committee may, consistent
with the terms of the Plan, prospectively or retroactively amend the terms of
any previously granted award. In no event, however, shall any amendment or
alteration (whether affecting the Plan generally or particular awards) impair
the rights of any Participant under any then outstanding award without the
consent of such Participant.
SECTION 8: CHANGE OF CONTROL
The following acceleration and valuation provisions shall apply in the
event of a "Change of Control" as defined in this Section 8:
(a) As of the date of the "Change of Control":
(i) any Stock Options awarded under the Plan not previously
exercisable and vested shall become fully exercisable and
vested;
(ii) the restrictions applicable to any Restricted Stock awarded
under the Plan shall lapse and such shares shall be deemed
fully vested; and
(iii) any Participant to whom a Stock Option shall have been
granted shall have the right (subject to any legal
limitations applicable to such Stock Option, including any
limitations required to preserve the qualification under
Section 422 of the Code of any such Stock Option that is an
Incentive Stock Option) to receive in respect of such Stock
Option, and in extinguishment thereof, for each share of
Stock subject to such Stock Option an amount equal to the
excess of (x) the "Change of Control Price" (as defined in
paragraph (c) of this Section 8) of the securities, cash or
other property, or
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<PAGE> 11
combination thereof, which would be received in connection
with the transaction giving rise to the Change of Control
in respect of a share of Stock, over (y) the Option Price
of such Stock Option, unless provision is made in
connection with such transaction for the substitution for
such Stock Option of new options of the successor
corporation or parent thereof, with appropriate adjustments
as to the number and kind of shares and the per share
Option Price as provided in Section 3 hereof.
(b) For purposes of paragraph (a) of this Section 8, a "Change
of Control" shall be deemed to have occurred if:
(i) any "person," as such term is used in Sections 13(d) and
14(d) of the Securities and Exchange Act, (the "Exchange
Act") (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit
plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company), is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of
the Company's then outstanding securities;
(ii) during any period of two consecutive years (not including
any period prior to the execution of the Plan),
individuals who at the beginning of such period
constitute the Board, and any new director (other than a
director designated by a person who has entered into an
agreement with the Company to effect a transaction
described in clause (i), (iii) or (iv) of this Section
8(b)) whose election by the Board or nomination for
election by the Company's Stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the
beginning of the period or whose election or nomination
for election was previously so approved (hereinafter
referred to as "Continuing Directors"), cease for any
reason to constitute at least a majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation,
other than a merger or consolidation
-11-
<PAGE> 12
which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 80% of the
combined voting power of the voting securities of the Company or
such surviving entity outstanding immediately after such merger
or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 25% of the combined
voting power of the Company's then outstanding securities shall
not constitute a Change of Control of the Company; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
(c) For purposes of this Section 8, "Change of Control Price" means the
higher of (i) the highest price per share paid or offered in any
transaction related to a Change of Control of the Company or (ii) the
highest price per share paid in any transaction reported on the
exchange on which the Stock is traded at any time during the
sixty-day period preceding the Change of Control, as determined by
the Committee; provided, however, that, in the case of Incentive
Stock Options such price shall not be the higher of the foregoing
items (i) and (ii), but shall be the Fair Market Value of the
securities, cash or other property, or combination thereof, which
would be received in connection with the transaction on the date of
such Change of Control.
SECTION 9: GENERAL PROVISIONS
(a) The Committee may require each person purchasing shares of Stock
pursuant to a Stock Option to represent to and agree with the
Company in writing that such person is acquiring the shares of
Stock without a view to distribution thereof. The certificates for
such shares of Stock may include any legend which the Committee
deems appropriate to reflect any restrictions on transfer.
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<PAGE> 13
(b) All certificates for shares of Stock delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission, any
stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Committee may
cause a legend or legends to be put on any such certificates to
make appropriate references to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases.
The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary any right to continued employment with the
Company or a Subsidiary, as the case may be, nor shall it interfere
in any way with the right of the Company or a Subsidiary to terminate
the employment of any of its employees at any time.
(d) Each Participant shall, no later than the date as of which the value
of an award first becomes includible in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or
make arrangements satisfactory to the Company regarding payment of,
any Federal, state, or local taxes of any kind required by law to be
withheld with respect to the award. The obligations of the Company
under the Plan shall be conditional on such payment or arrangements
and the Company (and, where applicable, its Subsidiaries) shall, to
the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Participant.
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<PAGE> 14
(e) No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall
be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members
of the Board or the Committee and each and any officer or employee
of the Company acting on their behalf shall, to the extent permitted
by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
SECTION 10: EFFECTIVE DATE OF PLAN
The Plan as herein amended and restated shall be effective on the date it
is adopted by the Board, subject to the approval by the Company's stockholders
within twelve months of the date it is adopted by the Board.
SECTION 11: TERM OF PLAN
No Stock Option or Restricted Stock award shall be granted under the Plan
on or after _________________________ ________, 2004,(1) but awards granted
prior to said date may extend beyond that date.
* * * * END OF PLAN * * * *
_______________
(1) [The day before the tenth anniversary of adoption by the Board.]
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<PAGE> 1
December 1, 1994
UST Corp.
40 Court Street
Boston, Massachusetts 02108
Re: UST Corp. - Registration Statement on Form S-8
Gentlemen:
As Executive Vice President, General Counsel and Clerk to UST Corp., a
Massachusetts Corporation (the "Company"), I have acted as counsel to the
Company in connection with the registration of an aggregate of 1,000,000 shares
of the Company's common stock, par value $0.625 per share (the "Common Stock"),
pursuant to a Registration Statement on Form S-8 (the "Registration
Statement"), to be issued pursuant to the Company's Stock Compensation Plan
(the "Stock Compensation Plan"), in addition to the 437,000 shares of Common
Stock issuable pursuant to the Stock Compensation Plan that were registered by
Registration Statement No. 33-54390 on Form S-8.
In rendering the opinion set forth below, I have examined certain corporate
records of the Company, including its Restated Articles of Organization, as
amended, its By-laws, minutes of meetings of its Board of Directors and
stockholders and such other documents, instruments and certificates of
government officials and officers of the Company as I have deemed necessary.
I have made such examination of Massachusetts law as I have deemed relevant
for purposes of this opinion, but have not made any review of the laws of
any other state or jurisdiction. Accordingly, this opinion is limited to
Massachusetts law.
Based upon and subject to the foregoing, I am of the opinion that the Common
Stock to be issued from time to time pursuant to the Stock Compensation
Plan will be duly authorized, validly issued, fully paid and nonassessable.
<PAGE> 2
UST Corp.
December 1, 1994
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in Item 5, Interests of Named
Experts and Counsel, in the Registration Statement.
Very truly yours,
ERIC R. FISCHER
Executive Vice President
General Counsel and Clerk
<PAGE> 1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 29, 1994
