As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 333-
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 1995 STOCK OPTION PLAN FOR DIRECTORS 04-2436093
1996 STOCK OPTION PLAN FOR DIRECTORS
(State or other (Full title of the plans) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
____________________
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)
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Maximum Proposed Maximum Amount
class of to be offering price aggregate offering of
securities to registered per share price registration
registered <F1> <F2> <F2>
Common Stock 300,000 $13.25 $3,975,000 $1,370.69
$.625 par value shares
<F>
<F1> This Registration Statement also covers such indeterminable number of
additional shares of Common Stock, par value $.625 ("Common Stock"), of UST
Corp. (the "Company") as may become deliverable as a result of future
adjustments in accordance with the terms of the Company's 1995 Stock Option
Plan for Directors and 1996 Stock Option Plan for Directors.
<F2> 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 Company's Common Stock on June 7,
1996, as reported on the Nasdaq National Market System.
</F>
PAGE 1
EXPLANATORY NOTE
This Registration Statement covers 150,000 shares of the Company's Common
Stock to be issued pursuant to the Company's 1995 Stock Option Plan for
Directors, and 150,000 shares of the Company's Common Stock to be issued
pursuant to the Company's 1996 Stock Option Plan for Directors, for a total of
300,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1995.
(b) The Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1996.
(c) The Company's definitive Proxy Statement dated April 20, 1995 in
respect of its Annual Meeting held on May 16, 1995.
(d) The Company's definitive Proxy Statement dated April 19, 1996 in
respect of its Annual Meeting held on May 21, 1996.
(e) The description of the Company's Common Stock under the heading
"Description of UST Common Stock" contained in the Company's Registration
Statement on Form S-4, No. 33-11118, filed on December 30, 1986.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby 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.
Any statement contained 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 or
is 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 part of this Registration
Statement.
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, have been audited by Arthur Andersen LLP, independent auditors, as set
forth in their report included therein and incorporated herein by reference.
Such financial statements are, and audited consolidated financial statements to
be included in subsequently filed documents will be, incorporated herein by
reference in reliance upon the reports of Arthur Andersen LLP pertaining to
PAGE 2
such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in auditing and accounting.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the offering of the shares of
Common Stock of the Company are being passed upon for the Company by Eric R.
Fischer, Esq. who is Executive Vice President, General Counsel and Clerk of the
Company. As of June 5, 1996, Mr. Fischer beneficially owned 37,371 shares of
Common Stock; options to acquire 33,300 shares of Common Stock which were
exercisable within sixty days; and no options to acquire additional shares of
Common Stock which are exercisable thereafter.
Item 6. Indemnification of Directors and Officers.
Section 67 of the Massachusetts Business Corporation Law authorizes
Massachusetts corporations to indemnify their present and former officers,
directors, employees and other agents, provided that no indemnification shall
be provided to any person with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith
in the reasonable belief that his or her action was in the best interest of the
corporation.
Article 6 of the Company's Articles of Organization, as amended, which are
incorporated by reference in Exhibit 4.1 hereto, provides for indemnification
of the Company's present and former directors, officers, employees and other
agents to the fullest extent permitted under the Massachusetts Business
Corporation Law.
The Company maintains directors' and officers' liability insurance in the
aggregate amount of $15 million. The risks covered by this insurance (subject
to deductibles) include liabilities under the Securities Act of 1933. See Item
9(c) for a statement concerning indemnification for liabilities under the
Securities Act of 1933.
In addition, Article 6 of the Company's Articles of Organization, as
amended, provides for exculpation of a director's monetary liability for breach
of his or her fiduciary duty to the Company or its stockholders to the maximum
extent permitted by the Massachusetts Business Corporation Law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 1995 Stock Option Plan for Directors (incorporated herein by reference to
Exhibit B to the Company's definitive Proxy Statement dated April 20, 1995
in respect of its Annual Meeting held on May 16, 1995).
4.2 1996 Stock Option Plan for Directors (incorporated herein by reference to
Exhibit A to the Company's definitive Proxy Statement dated April 19, 1996
in respect of its Annual Meeting held on May 21, 1996).
5.1 Opinion of Eric R. Fischer, Esq.
23.1 Consent of Arthur Andersen LLP.
PAGE 3
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).
Item 9. Undertakings.
(a) The 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 this Registration Statement (or the most recent
post-effective amendment thereto) 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;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
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 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.
(b) The 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
Registrant of expenses incurred or paid by a director, office, or controlling
PAGE 4
persons 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 Act and
will be governed by the final adjudication of such issue.
PAGE 5
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 21st day of May, 1996.
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., Neal F. Finnegan
and James K. Hunt, 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.
Signature Capacity in Which Date
Signed
/s/ Neal F. Finnegan President, Chief May 21, 1996
Neal F. Finnegan Executive Officer
and Director
(principal
executive officer)
/s/ James K. Hunt Executive Vice May 21, 1996
James K. Hunt President, Treasurer
and Chief Financial
Officer (principal
financial officer
and principal
accounting officer)
/s/ William Schwartz Vice Chairman and May 21, 1996
William Schwartz Director
______________________ Director May , 1996
Robert M. Coard
PAGE 6
/s/ Domenic Colasacco Director May 21, 1996
Domenic Colasacco
/s/ Robert L. Culver Director May 21, 1996
Robert L. Culver
/s/ Alan K. DerKazarian Director May 21, 1996
Alan K. DerKazarian
/s/ Donald C. Dolben Director May 21, 1996
Donald C. Dolben
/s/ Edward Guzovsky Director May 21, 1996
Edward Guzovsky
/s/ Wallace M. Haselton Director May 21, 1996
Wallace M. Haselton
/s/ Grian W. Hotarek Director May 21, 1996
Brian W. Hotarek
/s/ Francis X. Messina Director May 21, 1996
Francis X. Messina
/s/ Sydney L. Miller Director May 21, 1996
Sydney L. Miller
/s/ Vikki L.Pryor Director May 21, 1996
Vikki L. Pryor
/s/ Gerald M. Ridge Director May 21, 1996
Gerald M. Ridge
/s/ Samuel B. Sheldon Director May 21, 1996
Samuel B. Sheldon
/s/ Barbara C. Sidell Director May 21, 1996
Barbara C. Sidell
PAGE 7
/s/ James V. Sidell Director May 21, 1996
James V. Sidell
/s/ Paul D. Slater Director May 21, 1996
Paul D. Slater
/s/ Edward J. Sullivan Director May 21, 1996
Edward J. Sullivan
_______________________ Director May , 1996
Michael J. Verrochi, Jr.
/s/ Gordon M. Weiner Director May 21, 1996
Gordon M. Weiner
PAGE 8
EXHIBIT INDEX
4.1 1995 Stock Option Plan for Directors (incorporated herein by reference to
Exhibit B to the Company's definitive Proxy Statement dated April 20, 1995
in respect of its Annual Meeting held on May 16, 1995).
4.2 1996 Stock Option Plan for Directors (incorporated herein by reference to
Exhibit A to the Company's definitive Proxy Statement dated April 19, 1996
in respect of its Annual Meeting held on May 21, 1996).
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 9
EXHIBIT 5.1
UST CORP.
40 Court Street
Boston, Massachussetts 02108
Telephone: 617-726-7000
June 13, 1996
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 300,000 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"), 150,000 of which are to be issued upon the exercise of options
granted pursuant to the Company's 1995 Stock Option Plan for Directors (the
"1995 Plan"), and 150,000 of which are to be issued upon the exercise of
options granted pursuant to the Company's 1996 Stock Option Plan for Directors
(the "1996 Plan").
In rendering the opinion set forth below, I have examined the 1995 Plan
and the 1996 Plan and 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 upon the exercise of options
granted pursuant to the 1995 Plan and the 1996 Plan will be duly authorized,
validly issued, fully paid and nonassessable.
UST Corp.
June 13, 1996
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,
/s/ Eric R. Fischer
Eric R. Fischer
Executive Vice President,
General Counsel and Clerk
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
January 29, 1996, included in the Annual Report on Form 10-K of UST Corp. for
the year ended December 31, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 13, 1996
